A. Agreement Definitions
“Labstep” refers to Labstep ltd. “You” and “your” refers to the individual or entity that has requested the Labstep Enterprise Trial or otherwise having used the Labstep Enterprise environment.
The terms “Labstep Enterprise Trial,” the “Trial,” and the “services,” mean the service offerings that Labstep makes available through this webportal, including any software (including Labstep programs), technology platform and other materials that Labstep makes available as part of the services for your access and use with the Trial environment. Section U of this agreement sets forth the service descriptions and rules applicable to the services.
The term “Labstep programs” refers to the software products owned or distributed by Labstep to which Labstep grants you access as part of the services, including user guides, and any program updates provided as part of the services.
The term “users” means those individuals authorized by you or on your behalf to use the services.
The term “your applications” means all software programs that you or any user create using the services, including any source code for such programs.
The term “your content” means all software (other than your applications), data, and data files provided by you or any user and that reside on, or run on or through, your Trial environment.
B. Trial Period
This agreement is effective upon your acceptance of this agreement (the “effective date”), and will terminate thirty (30) days from the effective date unless ended earlier in accordance with this agreement (the “Trial Period”). Labstep may permit you a one-time option to extend the Trial Period, which will be a maximum of seven (7) days. If you would like to use the services after the Trial Period, you must purchase such services from Labstep under a separate contract.
C. Rights Granted
For the duration of the Trial Period, you have the nonexclusive, nontransferable, non-assignable, limited right to use the services, subject to the terms of this agreement, and solely for your internal business purposes to evaluate Labstep’s Enterprise Service offering. You may allow your users to use the services for this purpose and you are responsible for your users’ compliance with this agreement.
You do not acquire any license to use the services, including any Labstep programs to which Labstep provides you with access as part of the services, in excess of the scope and/or duration of the services defined in this agreement. Upon the end of this agreement or the services hereunder, your right to access or use the services and Labstep programs shall terminate.
D. Ownership and Restrictions
You retain all ownership and intellectual property rights in and to your content and your applications. Labstep or its licensors retain all ownership and intellectual property rights to the services and Labstep programs, including derivative works thereof, and anything developed and delivered by Labstep under this agreement.
You may not, and may not cause or permit others to:
- remove or modify any program or services markings or any notice of Labstep’s or its licensors’ proprietary rights;
- make the services, including any Labstep programs or materials to which you are provided access, available in any manner to any third party;
- modify, make derivative works of, disassemble, reverse compile, reverse engineer, reproduce, distribute, republish or download any part of the services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by Labstep programs), or access or use the services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Labstep;
- disclose results of any benchmark tests or performance tests of the services or Labstep programs without Labstep’s prior written consent;
- perform or disclose any of the following security testing of the Labstep Enterprise environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and
- license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the services, Labstep programs or materials available, to any third party.
Labstep reserves the right to terminate this agreement without prior notice if any of the activities under this clause (D) are suspected to be undertaken by you.
E. Disclaimers and Exclusion of Warranties
THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND LABSTEP HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS WITH REGARD TO (A) THE SERVICES, INCLUDING BUT NOT LIMITED TO SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS AND (B) MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
LABSTEP DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT LABSTEP WILL CORRECT ALL ERRORS IN THE SERVICES; (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER SOFTWARE, HARDWARE, SYSTEMS, OR DATA; (C) YOUR CONTENT AND YOUR APPLICATIONS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; AND (D) THE SERVICES, INCLUDING ANY PRODUCTS, INFORMATION OR OTHER MATERIAL YOU OBTAIN OR PURCHASE FROM
LABSTEP UNDER THIS AGREEMENT, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT LABSTEP DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. LABSTEP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT, APPLICATION OR NON-LABSTEP SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE TRIAL ENVIRONMENT, AND AGREE, AT YOUR SOLE COST AND EXPENSE, TO DEFEND LABSTEP AGAINST ANY CLAIM AND INDEMNIFY LABSTEP FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE SETTLEMENT AGREED TO BY YOU, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH CONTENT, APPLICATION OR NON-LABSTEP SOFTWARE. LABSTEP IS NOT RESPONSIBLE FOR THE SECURITY OF ANY CONTENT, APPLICATION OR SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE TRIAL ENVIRONMENT.
LABSTEP RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SERVICES, LABSTEP PROGRAMS AND TRIAL AT ANY TIME WITHOUT NOTICE.
F. User Accounts
To use the services, you must have a Labstep Enterprise account. Access to and use of password protected or secure areas of the Trial site is restricted to authorized users only. You may not share your password(s), account information, or access to the Trial site. You are responsible for identifying and authenticating all users, for approving access by such users to the services, for controlling against unauthorized access by users, and for maintaining the confidentiality of usernames, passwords and account information. Labstep is not liable for any harm caused by users, including individuals who were not authorized to have access to the services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in your local identity management infrastructure or your local computers. You are responsible for all activities that occur under your and your users’ passwords or accounts or as a result of your or your users’ access to the Trial site, and agree to notify Labstep immediately of any unauthorized use. You agree to make every reasonable effort to prevent unauthorized third parties from accessing the Trial.
G. Support Services
The Labstep Enterprise Trial provides an opportunity for current and potential Labstep customers to experience Labstep Enterprise before purchasing the service. The Trial is provided as a convenience and you may contact Labstep to request any technical support, phone support, or updates for the services or for any Labstep program accessed or used within the Trial environment. As a Trial user, you can access Labstep Support Channels, including “live chat”, or otherwise contact Labstep over email to request assistance with questions or problems experienced during the use of the Trial.
H. End of Agreement
Services provided under this agreement shall be provided for the Trial Period defined above unless earlier terminated in accordance with this agreement. At the end of the Trial Period, all rights to access or use the services, including any Labstep programs that are part of the services, shall end.
You may discontinue your use of the services at any time.
Provisions that survive termination or expiration of this agreement are those which by their nature are intended to survive.
I. Fees and Taxes
The services under this agreement are provided to you free of charge during the Trial Period.
By virtue of this agreement, you may have access to information that is confidential to Labstep, including but not limited to the services and Labstep programs, and any information related to the services and Labstep programs (“Labstep Confidential Information”). Labstep Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. You agree, both during the term of this agreement and for a period of three years after termination of this agreement and of all licenses granted hereunder, to hold Labstep’s Confidential Information in confidence. You agree not to make Labstep’s Confidential Information available in any form to any unauthorized third parties. You agree to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this agreement.
K. Entire Agreement
You agree that this agreement including the information which is incorporated into this agreement by written reference (including reference to information contained in a URL or referenced policy), is the complete agreement for the services ordered by you, and that this agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such services. If any term of this agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this agreement. It is expressly agreed that the terms of this agreement shall supersede the terms in any purchase order or other non-Labstep document and no terms included in any such purchase order or other non-Labstep document shall apply to the services ordered. This agreement may not be modified and the rights and restrictions may not be altered or waived except in writing signed by authorized representatives of you and of Labstep. Notwithstanding the foregoing, Labstep may make changes to the services and this agreement, and you agree that your continued use of the services constitutes your acceptance of, and agreement to, such changes.
L. Limitation of Liability
IN NO EVENT SHALL LABSTEP BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS, DATA, OR DATA USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, EVEN IF LABSTEP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Export laws and regulations of the United Kingdom and any other relevant local export laws and regulations apply to the services. You agree to comply fully with export laws and regulations of the United Kingdom and any other applicable export laws ("Export Laws") to assure that none of the services (including technical data), any services deliverables provided under this agreement, or any direct products thereof, are: (1) exported, directly or indirectly, in violation of this agreement or Export Laws; or (2) used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
Labstep is an independent contractor and we each agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance. Labstep reserves the right to provide the services from locations, and/or through use of affiliates and subcontractors, worldwide.
You are responsible for obtaining at your sole expense any rights and consents from third parties necessary for your content, your applications, and other vendors’ products provided by you and used with the Trial environment, including all rights and consents to such content, applications and products necessary for Labstep to provide the services.
These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or its subject matter or formation (including non-contractual disputes or claims).
If you have a dispute with Labstep, you will promptly send written notice to the Labstep representative signed under this agreement. Labstep may give notice applicable to the Labstep Enterprise customer base by means of a general notice on the Labstep portal for the services, and notices specific to you by electronic mail to your e-mail address on record in Labstep’s account information or by written communication sent by first class mail or pre-paid post to your address on record in Labstep’s account information.
You may not assign this agreement or give or transfer the services or an interest in them to another individual or entity.
Except for actions for breach of Labstep’s proprietary rights, no action, regardless of form, arising out of or relating to this agreement may be brought by either party more than two years after the cause of action has accrued.
Labstep may use software tools to audit and otherwise request information from you regarding your use of the services for identification of bugs and identification of feature improvements.
O. Force Majeure
Neither of us shall be responsible for events outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event.
P. Your Content
Labstep has no obligation to monitor your content and your applications. You agree to provide any notices and obtain any consents related to your use of the services and Labstep’s provision of the services, and you shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your content and your applications. You warrant and represent that your content and your applications do not contain any viruses, Trojan horses, worms or other components that would limit or harm the functionality of a computer including Labstep Enterprise.
You shall not upload, email, post, publish, distribute or otherwise transmit any of your content containing a solicitation of funds, promotion, advertising, solicitation for goods or services, or other commercial matter. You agree not to solicit other users of the Labstep Enterprise Trial to use or join or become members of any commercial online or offline service or other organization. Except where expressly authorized by Labstep, you agree not to collect or store personal data about other users.
You remain solely responsible for your regulatory compliance in connection with your use of the services.
Q. Restrictions on Use of the Services
You agree not to use or permit use of the services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Labstep under this agreement, Labstep reserves the right to remove or disable access to any material that violates the foregoing restrictions. Labstep shall have no liability to you in the event that Labstep takes such action. You agree to defend and indemnify Labstep against any claim arising out of a violation of your obligations under this section.
R. Third Party Web Sites, Content, Products and Services
The services may enable you to add links to Web sites and access to material, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. Labstep is not responsible for any third party Web sites or third party material provided on or through the services. You bear all risks associated with the access and use of such Web sites and third party material, products and services.
“Feedback” shall mean any input regarding Labstep’s products and/or services (including the Labstep Enterprise Trial), including changes or suggested changes to Labstep’s current or future products and/or services. Notwithstanding anything that you may note or state in connection with providing Feedback, all Feedback provided by you shall not be considered confidential information and shall be received and treated by Labstep on a non-confidential and unrestricted basis. You agree that Labstep or its licensors retain all ownership and intellectual property rights (including all derivatives or improvements thereof) in and to any Feedback provided by you or any other party, and acknowledge that Labstep may use the Feedback for any purpose, including but not limited to incorporation or implementation of such Feedback into an Labstep product or service, and to display, market, sublicense and distribute such Feedback as incorporated or embedded in any product or service distributed or offered by Labstep.