PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICES OFFERED BY TEMPORAL TECHNOLOGIES INC. ("TEMPORAL"). BY MUTUALLY EXECUTING ONE OR MORE TRIAL ORDER FORMS WITH TEMPORAL WHICH REFERENCE THESE TERMS (EACH, A "TRIAL ORDER") OR BY ACCESSING OR USING THE SERVICES IN ANY MANNER, YOU ("YOU" OR "CUSTOMER") AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL TRIAL ORDER FORMS (IF APPLICABLE), THE "AGREEMENT") TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO "CUSTOMER" AND "YOU" IN THIS AGREEMENT, EXCEPT THIS SENTENCE, REFER TO THAT ORGANIZATION OR ENTITY. TEMPORAL AND CUSTOMER ARE EACH HEREIN REFERRED TO INDIVIDUALLY AS A "PARTY," OR COLLECTIVELY AS THE "PARTIES"). IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
1. SCOPE OF SERVICE AND RESTRICTIONS
1.1 Access to and Scope of Service. Temporal hereby grants Customer the right to access and use the Services in accordance with the corresponding Trial Order (if applicable) and the terms and conditions of this Agreement solely during the Trial Term specified herein (the "Trial Term"). "Services" means the cloud-based software services provided by Temporal under the brand 'Temporal Cloud'. Customer's use of the Services must at all times be in accordance with Temporal's Acceptable Use Policy at www.temporal.io/aup and solely for Customer's internal business purposes. Customer acknowledges and agrees that the Evaluation Access is provided on an "as-is" basis, and Evaluation Access is provided without any indemnification, support, warranties, or representation of any kind. Additionally, Customer acknowledges and agrees that Temporal may terminate Evaluation Access at any time.
1.2 Restrictions. Customer will use the Services only in accordance with all applicable laws, including, but not limited to, laws related to data (whether applicable within the United States, the European Union, or otherwise). Customer agrees not to (and will not allow any third party to): (i) distribute, sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of use to the Services; (ii) remove or otherwise alter any copyright, trademark, proprietary notices or labels; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, or algorithms of the Services; (iv) modify, translate or create derivative works of the Services; (v) rent, resell or otherwise allow any third party access to or use of the Services; or (vi) access or use the Services other than according to the Acceptable Use Policy during the Trial Term.
1.3 Ownership. Temporal retains all right, title, and interest in and to the Services, and any software, products, works or other intellectual property created, used, provided or made available by Temporal under or in connection with the Services. Customer may from time to time provide suggestions, comments or other feedback to Temporal with respect to the Services ("Feedback"). Customer shall, and hereby does, grant to Temporal a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.
1.4 Customer Data. Customer is solely responsible for Customer Data including, but not limited to compliance with all applicable laws and this Agreement, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party legal requirements applicable to Customer, and backing up and maintaining Customer Data. "Customer Data" means any data, information or other material provided, uploaded, or submitted by Customer to the Services for processing by Temporal on customer's behalf. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Temporal, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. The Customer is responsible for any use (including unauthorized use) of the Services using Customer's credentials to the Services unless the unauthorized use of the Services is due to Temporal's failure to secure the Services. Temporal will retain Customer Data for up to thirty (30) days following the termination or expiration of this Agreement or the corresponding Trial Order (if applicable). Thereafter, Customer agrees and acknowledges that Customer Data will be irretrievably deleted.
2. TERM AND TERMINATION
2.1 Trial Term. The term of this Agreement shall commence at such time as Customer begins use of the Service will terminate thirty (30) days after such use begins, unless terminated earlier according to this Section 2
2.2 Termination for Breach. This Agreement may be terminated immediately: (a) by either party if the other has materially breached this Agreement; or (b) by Temporal upon written notice to Customer if Customer (i) has made or attempted to make any assignment for the benefit of its creditors or any compositions with creditors, (ii) has any action or proceedings under any bankruptcy or insolvency laws taken by or against it.
2.3. Termination for Convenience. Either party may terminate this Agreement with immediate effect by notification to the other party.
2.4 Effect of Termination. Upon any expiration or termination of this Agreement, Customer shall immediately cease use of the Services. Each Party will destroy all Confidential Information, and other materials and information provided by the other Party.
2.5 Survival. __The following provisions will survive termination of this Agreement: Sections 1.3 (Ownership), 2.4 (Effect of Termination), Section 2.5 (Survival), Section 3 (Confidentiality), Section 8 (Limitation of Liability), Section 9 (Miscellaneous). __
3. CONFIDENTIALITY.
During the Trial Term of this Agreement, either Party may provide the other Party with confidential and/or proprietary materials and information ("Confidential Information"). All materials and information provided by the Disclosing Party and identified at the time of disclosure as "Confidential" or bearing a similar legend, and all other information that the receiving Party ("Receiving Party") reasonably should have known was the Confidential Information of the disclosing Party ("Disclosing Party"), shall be considered Confidential Information. The Receiving Party will only disclose such information to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this Agreement and who are bound by written agreements requiring the protection of such Confidential Information. The obligations in this Section shall not apply to any information that: (a) is made generally available to the public without breach of this Agreement, (b) is developed by the Receiving Party independently from and without reference to the Confidential Information, (c) is disclosed to the Receiving Party by a third party without restriction, or (d) was in the Receiving Party's lawful possession prior to the disclosure and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure. In any event, the Receiving Party shall not release any more of the Disclosing Party's Confidential Information than is reasonably necessary, in the opinion of the Receiving Party's counsel. At any time, upon the Disclosing Party's written request, the Receiving Party shall destroy all of Disclosing Party's Confidential Information in its possession, including, without limitation, all copies and extracts thereof.
4. SUPPORT.
Temporal shall have no obligation to support Customer.
5. NO FEES; NO OBLIGATION.
Use of the Service during the Trial Term shall be free of charge, and the parties agree that neither party is under any obligation to enter into a definitive commercial license at the conclusion of the Trial Term.
6. NO INDEMNIFICATION.
Temporal will have no indemnification obligations under this Agreement.
7. WARRANTY.
CUSTOMER ACKNOWLEDGES THAT, TEMPORAL MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR SERVICES, OR THEIR CONDITION. TEMPORAL HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
8. LIMITATIONS OF LIABILITY.
IN NO EVENT SHALL TEMPORAL BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. TEMPORAL'S LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00).
9. MISCELLANEOUS.
Customer hereby certifies that Customer will comply with all current US Export Control laws. Customer agrees to defend, indemnify and hold Temporal harmless from any liability for Customer's violation of U.S. Export Control laws. Customer shall comply with all applicable laws and regulations in its use of any Service, including without limitation the unlawful gathering or collecting, or assisting in the gathering or collecting of information in violation of any privacy laws or regulations. All notices between the parties shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail (return receipt), or by recognized courier service. This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of Washington, without regard to its conflict of laws provisions. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Any term or provision of this Agreement held to be illegal or unenforceable shall be, to the fullest extent possible, interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected. In the event of a conflict between this Agreement and the Trial Order (if applicable), the terms of the Trial Order shall control.