This End User License Agreement ( EULA – “License Agreement“) is the legal agreement between you and Trust365 Limited (‘Trust365’), a company registered in Scotland under company number SC669978, with registered office at 3 Forth Street Lane, North Berwick, East Lothian, EH39 4JB (‘Trust365’) with respect to Trust365’s proprietary software (“Software“) licensed to you by Trust365 to be used on your internal network as set forth herein. Please note that the term “you” shall also refer to any authorized end users who have access to any of the data resources monitored by our Software on your behalf (“End Users“).
BY CLICKING “I ACCEPT” AND/OR BY DOWNLOADING, COPYING, INSTALLING THE SOFTWARE ON YOUR PERSONAL COMPUTER OR OTHER DEVICE, AND/OR BY OTHERWISE USING THE SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. WE RECOMMEND THAT YOU KEEP A COPY OF THIS LICENSE AGREEMENT FOR YOUR RECORDS.
We may amend this License Agreement at any time by posting the amended terms on our website. Your continued use of the Software shall constitute your consent to any changes made. If you do not agree to the new or different terms, you should not use the Software. This Agreement may not be otherwise amended.
1. General. Trust365 provides access to its Software hosted by Amazon or any other third party cloud service provider. The Software will scan, encrypt, observe, review and monitor your personal files and emails for backup and restoration purposes (the foregoing actions enabled by means of the Software shall be herein after referred to as “Services“). This License Agreement sets forth the basis on which you are permitted to access and use the Software and Services. The term “Software” shall include all revisions, improvements, new releases and/or updates that may be made automatically and related documentation all to the extent provided by Trust365 under this License Agreement.
2. Evaluation License. If, within the applicable type of license you purchase, an evaluation license is included, then you are granted a limited, personal, non-exclusive, revocable, non-transferable and non-sublicensable license to install and receive access to the Software on a personal computer or other device that you own or control (“Authorized Device“) and access (via login and password) and use the Services for the sole purpose of determining whether to purchase a commercial license to the Services. Upon expiration of the evaluation term you shall indicate to Trust365 whether you are interested in obtaining a license to use the Services. Under the evaluation license, the Software and Services are provided to you “As Is”, without warranty of any kind, and your sole remedy in case of dissatisfaction shall be to stop using the Services.
3. Commercial License.
To the extent you have purchased a license to use the Services, then, subject to the terms of this License Agreement, Trust365 hereby grants you a limited, personal, non-exclusive, revocable, non-transferable, non-sublicensable license to install and receive access to the Software on an Authorized Device and access (via login and password) and use the Services for all legal uses contemplated by this License Agreement. The personal login and password should be maintained securely by you from unauthorized use. You shall be solely responsible to ensure that the Software is securely installed and used.
4. Restrictions. THE SOFTWARE IS LICENSED TO YOU; IT IS NOT SOLD.
Other than the rights explicitly granted in this License Agreement, you shall have no other rights, express or implied, in the Software. Without limiting the generality of the foregoing, you agree and undertake not to: (i) sell, lease, sublicense or distribute the Software, or any part thereof, or otherwise transfer the Software; (ii) reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form the Software’s source code and or any third party software provided by Trust365 or create any derivative work based on the Software; (iii) modify, revise, enhance, or alter the Software; (iv) delete or modify any attributions, legal notices or other proprietary designations in the Software or part thereof. Any such forbidden use shall immediately and automatically terminate your license to use the Software, without derogating from any other remedies available to Trust365; (v) copy or allow copies of the Software to be made except for backup or archival purposes and only throughout the term hereof; (vi) use the Software on any device that you do not own or control, and you may not distribute or make the Software available over a network where it could be used by multiple devices at the same time except as required for its proper use and operation; (vii) represent that you possess any proprietary interest in the Software; (viii) use the Software in any illegal manner or for unlawful purposes; (viii) directly or indirectly, take any action to contest Trust365’s intellectual property rights or infringe them in any way. You will indemnify, defend and hold Trust365 harmless from all losses, fees and damages suffered by Trust365 and arising from your breach of the terms of this Section 4.
5. Title and Ownership. The Software and any revisions, modifications, enhancements and/or derivatives thereof are owned by Trust365 and/or its licensors and are protected under copyright laws and treaties. All right, title, and interest in and to the Software, including all associated intellectual property rights are and shall remain owned solely by Trust365 and/or its licensors.
YOU AGREE THAT TRUST365 MAY COLLECT, USE, PROCESS AND SHARE
7. Third Party Software; Open Source. The Software contains
proprietary software provided by third parties as well as certain open
source software components. Third party proprietary software is provided “AS IS” without warranty of any kind, and subject to the applicable license terms attached to such third party software, and if no such terms are attached, then such software is licensed under the terms of this license and accordingly, the restrictions contained in this License Agreement shall apply to such third party proprietary software providers and third party proprietary software as if they were Trust365 and the software respectively.
8. Payment and Fees. The Software is provided to you for no consideration or payment. The Services enabled by the Software are subject to payment. You shall order the Services by going through the purchasing process available on our website (“PO“). In consideration for your use of the Services you shall pay Trust365 the monthly or annual fee (“Fee“) set forth in the PO. Payment terms and method are set forth in the PO
. We reserve the right to change our Service offerings from time to time, to amend the scope of Services offered and to offer different Services in different scopes to various customers and end users.
9. Compliance with Law. You undertake to use the Software in accordance with all applicable laws, including without limitation, all applicable export laws, restrictions and regulations and agree that you will not export, or allow the export or re-export of the Software in violation of any such laws, restrictions and/or regulations. You agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country.
10. Warranty Disclaimer. The software and the services are provided on an “as is” basis, without warranty of any kind. To the maximum extent permitted by applicable law, Trust365 disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, and noninfringement. Your only right or remedy with respect to any dissatisfaction with the software is to immediately uninstall the software and cease use of the software. The entire risk arising out of the use or performance of the software and/or services remains with you. Trust365 does not warrant that the software and/or services will be delivered or performed error-free or without interruption. It is clarified that the hosting system provider (e.g. Amazon) is not responsible for the licensed software and/or the services and disclaims all warranties of any kind.
11. Limitation of Liability. Under no circumstances and under no legal theory (tort, contract, or otherwise), shall Trust365 or its licensors be liable to you or any other person for any indirect, special, incidental, or consequential damages of any type or for damages for loss of goodwill, business interruption, device failure or malfunction, loss of business profits, loss of data or business or financial information, procurement of substitute goods or services. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you. In no event shall Trust365’s cumulative liability to you or any third party for any loss or damages exceed the amounts paid by you to Trust365 under this license agreement during the 6 months preceding the date of the occurrence which gave rise to the claim even if Trust365 had been informed of the possibility of such damages, or for any claim by any other party.
12. Term. The License shall commence as soon as you have been granted access to the Services and shall be in effect for either a monthly or an annual term, depending on the type of Fees paid as specified in the applicable PO (“Term“). At the end of each applicable Term, this License Agreement may be renewed subject to payment of applicable fees for additional monthly or annual terms. Upon termination or expiration of the applicable Term, your right to use the Software and Services shall immediately cease and you should immediately remove the Software from your Authorized Devices.
13. Termination. Either party shall have the right to terminate this Agreement if the other party breaches a material term of this License Agreement and such breach is not cured within 30 days following written notice. Termination of the License Agreement shall be in addition to any equitable remedies available to either party. All parts of this License Agreement which by their nature are intended to remain in effect following termination shall survive any termination of this License Agreement.
14. Contacting Trust365 & Communications from Trust365
14.1 To contact Trust365, please email us at office@Trust365.com or using any of the methods provided on our Contact page.
14.2 If we have your contact details, Trust365 may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes and changes to these Terms and Conditions.
14.3 Trust365 may send you occasional product and marketing messages concerning your services and other services offered by Trust365. If you consent to such messages, you may opt out at any time. Any and all marketing emails sent by Trust365 include an unsubscribe link. If you opt out of receiving emails from Trust365 or Trust365 at any time, it may take up to 20 business days for Trust365 or Trust365 to comply with your request. During that time, you may continue to receive emails from Trust365 or Trust365.
14.4 For questions or complaints about communications from Trust365 or Trust365 (including, but not limited to marketing emails), please contact us at office@Trust365.com.
15. Miscellaneous. This License Agreement shall constitute the complete and exclusive agreement between the parties and may not be modified except by a written agreement signed by Trust365. TRUST365’S ACCEPTANCE OF YOUR USE OF THE SOFTWARE, IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN. If any provision of this License Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may not assign this Agreement without Trust365’s prior written approval. Trust365 shall be entitled to assign or novate this License Agreement at its discretion and hereby gives notice that it intends to assign its rights and obligations under this agreement to Trust365, who shall take on all the rights and obligations of Trust365. This License Agreement shall be construed and governed in accordance with the laws of Scotland and subject to the exclusive jurisdiction of the courts of Scotland.
Failure of Trust365 to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed a waiver of such rights or of subsequent actions in the event of future breaches. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. NO ACTION MAY BE COMMENCED UNDER THIS LICENSE AGREEMENT MORE THAN ONE (1) YEAR AFTER A CAUSE OF ACTION HAS ARISEN.
I HAVE READ AND UNDERSTOOD THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY ALL OF THE TERMS. Please indicate your acceptance by clicking ‘I ACCEPT’.