Slidebank Trial Agreement
SLIDEBANK: TRIAL TERMS
“Application Form” means the Trial request form completed by the Company.
“Company” means the legal entity named in the Trial Request. (“You” and “Your”)
"Digital Image" means Digital Image Limited., whose principal place of business is at 8, Park Drive, Bingley, West Yorkshire, United Kingdom, BD16 3DF.
“DPA” means the data processing agreement published at http://www.slidebank.com/dpa, as amended from time to time.
"Trial" means a free Trial for You and Users to access the Service via the Internet.
"Service" means Digital Image's Web-based Presentation Management System - Slidebank.
“Term” means the fixed period set out in the Order Form.
“User” means an employee or associate of Yours, authorized by You to use the Trial and for whose actions You take responsibility.
"You" and "Your" means the Company or organization named in the Application Form.
2. RESTRICTED USERS
2.1 The Trial may not be nor may this Agreement be signed unless (a) the signatory is of legal age to form a binding contract with Digital Image, and (b) the signatory is not a person barred from receiving the Trial under English law i recipient countries and (c) the signatory has all the rights, power and authority necessary to bind the Company to the terms of this Agreement.
2.2 Digital Image reserves the right to refuse to accept any application from the Company, at its sole discretion. The Trial shall only be made available to You, following acceptance by Digital Image of any application.
3. PROVISION OF THE TRIAL
3.1 Digital Image may reject an Application Form and refuse to grant a Trial to the Company at its sole discretion.
3.2 Digital Image may use service providers around the world. Sometimes, these service providers will be providing the Trial to You on behalf of Digital Image itself. You acknowledge and agree that such service providers will be entitled to provide the Trial to You under the terms of this Agreement.
3.3 Digital Image is constantly innovating in order to provide the best possible experience for its Users. You acknowledge and agree that the form and nature of the Trial that Digital Image provides may change from time to time without prior notice to You.
3.4 As part of this continuing innovation, You acknowledge and agree that Digital Image may stop (permanently or temporarily) providing the Trial to You or to users generally at Digital Image's sole discretion
3.5 You acknowledge and agree that if Digital Image disables access to Your account, for misuse, You may be prevented from accessing the Trial, Your account details or any files or other content which is contained in Your account.
3.5 You acknowledge and agree that, although Digital Image do not currently have a fixed upper limit for the amount of data You may send or receive through the Trial nor for the amount of storage space available for You to use, such fixed upper limits may be set by Digital Image upon giving You 7 days prior written notice.
4. USE OF THE TRIAL
4.1 You agree that all Users of the Trial shall be individually named Company employees or associates, for example 'Simon.Smith' and that this Agreement is between Digital Image, You and Your individually identifiable Users logging in under their own names only and acting on behalf of the Company. Specifically, the use of any generic or shared names (for example 'sales.department') or login IDs is prohibited under this Agreement and would render inoperable the Service logging functionality designed to help You record, track and audit user activity as well as risking the corruption of Your Service database.
4.3 You agree to manage the Trial yourself using the Web-based tools provided to add and delete user departments, user roles, users, folders, sharing permissions, user abilities, files and templates.
4.4 You agree to use the Trial only for purposes and in the manner permitted by (a) the terms of this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions including any laws regarding the export of personal data or software to and from the European Union or other relevant countries.
4.5 You agree not to access (or attempt to access) any of the Trial by any means other than through the interface that is provided by Digital Image, unless You have been specifically allowed to do so in a separate agreement with Digital Image.
4.6 You agree that You will not engage in any activity that interferes with, damages or overburdens or disrupts the Service or the servers and networks which are connected to the Trial.
4.7 Unless You have been specifically permitted to do so in a separate agreement with Digital Image, You agree that You will not reproduce, pass on, duplicate, copy, reverse engineer, sell, trade, lease, loan, assign, license, distribute or otherwise make available the Trial for any purpose.
4.8 You agree that You are solely responsible for (and that Digital Image has no responsibility to You or to any third party for) any breach of Your obligations under this Agreement by You or Users and for the consequences (including any loss or damage which Digital Image may suffer to the extent such loss or damage resulted directly from Your breach) of any such breach.
5. PASSWORDS AND ACCOUNT SECURITY
5.1 You agree and understand that You must specify at least one member of the Company staff as a competent Slidebank Administrator, responsible for configuring the Trial based on your requirements, managing end-users in the Company account, for providing first-line support and guidance and for maintaining the confidentiality of passwords associated with any account You use to access the Trial. If the Company directs a 3rd party to administer the Trial on its behalf, Company warrants that the 3rd party shall be bound by this Agreement as if they were Company employees.
5.2 Accordingly, You agree that You will be solely responsible to Digital Image for all activities that occur under Your account and that Digital Image shall not be responsible for any loss or damage incurred as a result of any authorized or unauthorized access or use of your account.
5.3 If You become aware of any unauthorized use of Your password or of Your account, You agree to notify Digital Image immediately at www.digitalimage.co.uk/contact.
5.4 Digital Image may suspend access to the Trial, or portion thereof, at any time, if in the Digital Image’s sole reasonable discretion, the integrity or security of the Service is in danger of being compromised by acts of the Company or Users.
6. DATA PROTECTION
6.1 Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
6.2 To the extent that personal data is processed when You or Users use the Trial, the parties acknowledge that Digital Image is a data processor and the Company is a data controller and the parties shall comply with their respective statutory data protection obligations.
6.3 The Company shall ensure that: (a) the personal data, which it supplies or discloses to Digital Image has been obtained fairly and lawfully; (b) it will obtain all necessary permissions from persons whose data is being processed or operate under a valid legal basis, and provide evidence of this to Digital Image upon request: and (c) it has in place all necessary registrations with authorities to permit Digital Image to transfer personal data to third parties pursuant to its obligations under this Agreement.
6.4 Digital Image confirms that it: (a) will process personal data on behalf of, and in the name of, the Company; (b) subject to 17.3 will only process data in accordance with the instructions of the Company; (c) has taken, as well as its subcontractors, licensors and hosts, sufficient and appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to personal data, having regard to the state of technological development and cost of implementing any measures, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the personal data to be protected.
6.5 In addition to the above obligations, from the 25th of May 2018 the parties shall comply with their respective obligations set out in the DPA. In the event of any conflict between Sections 6.3 and 6.4 of this Agreement and the terms of the DPA, the terms of the DPA shall prevail.
6.7 If a third party alleges infringement of its data protection rights, Digital Image shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
7.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which You may have access to as part of, or through Your use of, the Trial are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content".
7.2 You should be aware that Content presented to You as part of the Trial may be protected by intellectual property rights. If You do not own such Content, You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless You have been specifically told that You may do so by Digital Image or by the owners of that Content, in a separate written agreement.
7.3 Digital Image acknowledges that all Content may be of a sensitive or confidential nature and will use its best endeavours to safeguard Content confidentiality. For greater certainty, content that You own, create, submit, post, transmit or display on, or through, the Trial (“Customer Data”) shall be deemed confidential information under this Agreement. The terms of this Agreement constitute the confidential information of each of the parties.
7.4 Each party may use the Confidential Information of the other only for the purposes of this Agreement. Each party must keep confidential all confidential information disclosed to it, except where the recipient of confidential information is required to disclose the confidential information by law to any regulatory, governmental or other authority with relevant powers to which either party is subject. Each party may disclose the confidential information of the other party to those of its employees and agents who need to know the confidential information for the purposes of this Agreement, but only if the employee or agent is bound by confidentiality undertakings equivalent to those set out in this Agreement.
7.5 Digital Image reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content or Customer Data from the Trial.
7.6 You agree that You are solely responsible for (and that Digital Image has no responsibility to You or to any third party for) the setting up and maintaining of user departments, user roles, users, folders, files and the manner in which materials are stored and shared together with any Customer Data and for the consequences of Your actions (including any loss or damage which Digital Image may suffer) by doing so.
7.7 You agree that you are solely responsible for the contents of your storage or of your transmissions using the Trial.
7.8 You agree not to use the Trial for illegal purposes, nor to store or transmit material that is unlawful, libelous, abusive, harmful, threatening, libelous, invasive of another person’s privacy, defamatory, vulgar, obscene or pornographic, which promotes racism, which contains malicious code, macros or viruses or which infringes intellectual property.
7.9 You agree not to use the Trial for the sending of junk mail, spam or the unsolicited mass distribution of email. Digital Image reserves the right to terminate your access to the Trial if it has reasonable grounds to believe the Trial has been used for unauthorized or illegal purposes.
8.1 The Trial is provided free of charge for the Term of the Trial Agreement.
8.2 The Term begins on the data that the Application Form is accepted by Digital Image.
9. LICENSE AND IPRS
9.1 You acknowledge and agree that Digital Image owns all legal right, title and interest in and to the Trial and the Service, including any Intellectual Property Rights which subsist in the Trial. No interest or ownership in the Trial, the Service or Intellectual Property Rights of Digital Images or otherwise is transferred to the Company under this Agreement. You further acknowledge that the Trial may contain information which is designated confidential by Digital Image and that You shall not disclose such information without Digital Image's prior written consent.
9.2 Unless Digital Image has agreed otherwise with Company in writing, nothing in this Agreement gives You a right to use any of Digital Image’s trade names, trademarks, service marks, ideas, logos, domain names, or other distinctive brand features.
9.3 Other than the limited license set forth in Section 10, Digital Image acknowledges and agrees that it obtains no right, title or interest from You (or Your licensors) under this Agreement in or to any Customer Data, including any Intellectual Property Rights which subsist in that Customer Data. Unless You have agreed otherwise in writing with Digital Image, You agree that You are responsible for protecting and enforcing those rights and that Digital Image has no obligation to do so on Your behalf.
9.4 You agree that You shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Trial.
9.5 Unless You have been expressly authorized to do so in writing by Digital Image You agree that, in using the Trial, You will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
9.6 Digital Image gives You a worldwide, non-assignable and non-exclusive license to use the Trial subject to the terms of the Agreement. This license is for the sole purpose of enabling You to use and enjoy the benefit of the Trial as provided by Digital Image, in the manner permitted by this Agreement for the Term of the Agreement. Such licence permits the Company to make copies of software or other information necessary for the Company to receive the Trial via the Internet. Where open source software is used as part of the Trial, such software use by the Company will be subject to the terms of the open source licences. No additional implied rights are granted beyond those specifically mentioned in this clause.
9.7 You agree that subject to Your statutory rights You will not at any time (nor may You permit anyone else to copy, create derivative works, reverse engineer, decompile or otherwise attempt to extract source code, reproduce, pass on, duplicate, sell, trade, re-use the ideas, concepts, software or design, resell or otherwise make available or use in any other manner the Trial or any part thereof unless You have been given written permission to do so by Digital Image.
9.8 Unless Digital Image has given You specific written permission to do so, You may not assign (or grant a sub-license of) Your rights to use the Trial, grant a security interest in or over Your rights to use the Trial, or otherwise transfer any part of Your rights to use the Trial.
9.9 You agree to be responsible for the self-service management of Your own Trial facility as outlined in Section 4.3.
9.10 Digital Image reserves the right to electronically monitor the Company’s use of the Trial.
10. CUSTOMER DATA
For the sole purpose of enabling Digital Image to provide the Trial to You and deliver Content to You, You agree that:
10.1 You will retain copyright and any other rights You already hold in Customer Data. By submitting, posting or displaying Customer Data, You give Digital Image, subject always to the provisions of Section 12, a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, display and distribute any Customer Data for the sole purpose of enabling Digital Image to provide the Trial to You and deliver Customer Data to You.
10.2 You understand that Digital Image, in performing the required technical steps to provide the Trial to You, may (a) transmit or distribute Customer Data over various secure public networks and in various media; and (b) make such changes to Customer Data as are necessary to conform and adapt that Customer Data to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Digital Image to take these actions, except as otherwise instructed by You in writing.
10.3 You confirm and warrant to Digital Image that You have all the rights, power and authority necessary to grant the above license and that You have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
11.1 The Agreement shall automatically expire at the end of the Term.
11.2 Either party may terminate this Agreement any time without cause by giving the other notice in writing as set out at the end of this Agreement.
11.3 Following termination of the Agreement, Digital Image shall subject to the provisions of the DPA delete Customer Data within 60 days (in accordance with the terms of the DPA) in any event. Within 30 days of termination of the Agreement, You may send us a written request asking for Customer files to be returned or deleted. Provided that such request is received within 30 days of termination of the Agreement, Digital Image shall make Customer files in their then current format available for You to download electronically free of charge. If You require any Customer files to be returned in a different format Digital Image reserves the right to charge for this additional service on a time and materials basis.
11.4 Digital Image may at any time and with prior written notice, terminate the Agreement if: (a) You have materially breached any provision of the Agreement (or have acted in manner which clearly shows that You do not intend to, or are unable to comply with the provisions of the Agreement); or (b) Digital Image is required to do so by law (for example, where the provision of the Trial to You is, or becomes, unlawful); or (c) The partner with whom Digital Image offered the Trial to You has terminated its relationship with Digital Image or ceased to offer the Trial to you; or (d) Digital Image is transitioning to no longer provide the Trial to users in the country in which You are resident or from which You use the Trial; or (e) The provision of the Trial to You by Digital Image is, in Digital Image's reasonable opinion, no longer commercially viable.
11.5 Nothing in this Section shall affect Digital Image's rights regarding provision of the Trial under Section 3 of this Agreement.
11.6 Upon termination or expiry of this Agreement, all of the legal rights, obligations and liabilities that You and Digital Image have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) which by their nature should survive termination or expiry, shall be unaffected by the termination or expiry of the Agreement.
12.1 The Trial is provided as is-and as-available basis and Digital Image, its affiliates, and its licensors give You no warranty with respect to the Service.
12.2 In particular, Digital Image, its affiliates, and licensors do not represent or warrant to You that: (a) Your use of the Trial will meet Your requirements, (b) Your use of the Trial will be 100% uninterrupted, timely, secure or free from error, (c) Any information obtained by You as a result of Your use of the Trial will be 100% accurate or reliable, and (d) That defects in the operation or functionality of any software provided to You as part of the Trial will be corrected immediately.
12.3 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Trial.
12.4 No oral or written advice obtained from Digital image, its employees or representatives shall create any warranty other than those expressly stated in this Agreement.
12.5 Nothing in this Agreement shall affect those statutory rights to which You are always entitled and that You cannot contractually agree to alter or waive.
12.6 You warrant that You have full corporate power and authority to enter into this Agreement and to perform the obligations required hereunder and that You shall respect all applicable laws and regulation, governmental order and court orders, which relate to this Agreement.
13. LIMITATION OF LIABILITY
13.1 Neither party excludes or limits its liability to the other for fraud, death or personal injury caused by their negligent act or omission or wilful misconduct or for losses which may not be lawfully excluded or limited by applicable law.
13.2 Subject to the provisions of Clause 14.1 above, neither party, their affiliates, service providers nor their licensors shall be liable to the other party for: (a) Any indirect or consequential losses, pure economic loss, punitive or special loss or damage whatsoever, losses incurred by any third party, losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, costs of procuring substitute goods or products or wasted management or staff time which may be incurred by the other party arising out of or related to this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising. This shall include any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation; (b) Any loss or damage which may be incurred by the other party as a result of any changes which Digital Image may make to the Trial, or for any permanent or temporary cessation in the provision of the Trial (or any features within the Trial); (i) Your failure to provide Digital Image with accurate information, (ii) Your failure to keep Your data, password or account details secure and confidential;
The limitations on liability in this Clause 13.2 shall apply whether or not a party has been advised of or should have been aware of the possibility of any such losses arising.
13.3 Subject to Sections 13.1 to 13.2 inclusive the total liability of Digital Image to the Company in aggregate (whether in contract, tort or otherwise) for any and all claims relating to or arising under this Agreement or based upon any claim for indemnity or contribution shall be limited to the total Fees (excluding all taxes) paid by the Company to Digital Image for the Service during the 12 month period prior to the date on which any such claim arose. If the duration of the Agreement has been less than 12 months, such shorter period shall apply.
13.4 The Company shall be liable for: (a) use of the Trial by Users; and (b) any breaches of this Agreement caused by the acts, omissions or negligence of any Users who access the Trial as if such acts, omissions or negligence had been committed by the Company itself.
13.5 The parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgement and have not relied on any representation made by the other, their employees or agents.
14. COPYRIGHT AND TRADE MARK POLICIES
14.1 It is Digital Image's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law and to terminate the accounts of repeat infringers in accordance with the terms of this Agreement.
16. OTHER CONTENT
15.1 The Trial may include hyperlinks to other Websites or content or resources. Digital Image has no control over any Websites or resources which are provided by companies or persons other than Digital Image.
15.2 You acknowledge and agree that Digital Image is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
15.3 You acknowledge and agree that Digital Image is not liable for any loss or damage which may be incurred by You as a result of the availability of those external sites or resources, or as a result of any reliance placed by You on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such Websites or resources.
16. CHANGES TO THE TERMS
16.1 Digital Image reserves the right to change the terms of this Agreement from time-to-time upon giving You 7 days prior written notice. If You do not agree to any change to the Agreement, You may immediately terminate this Agreement without penalty.
17.1 The terms of this Agreement constitute the whole agreement and understanding between You and Digital Image and govern Your use of the Trial (but excluding any services which Digital Image may provide to You under a separate written agreement) and supersede all prior agreements, representation, negotiations and discussion between the parties relating to the subject matter thereof. You agree that the terms of this Agreement take precedence over any prior agreement and prior or future Purchase Orders between You and Digital Image in relation to the Trial.
17.2 The Company and Digital Image are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.
17.3 You agree that Digital Image may from time-to-time provide You and Your Users with notices (by email, by regular mail, or by postings on the Trial) regarding Trial announcements, administrative messages, changes to the Trial, to the features, to the facilities available and to marketing information about similar goods and services that You may be interested in. You understand that these communications shall be considered an essential part of using the Trial. Digital Image will provide you with the ability to opt out of receiving marketing information but you will not be able to opt out from receiving service announcements or administrative messages.
17.4 Both parties agree that if either party does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which that party has the benefit of under any applicable law), this will not be taken to be a formal waiver of that party’s rights and that those rights or remedies will still be available to that party.
17.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.
17.6 Nothing contained in this Agreement is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction.
17.7 No party may assign or transfer its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however Digital Image shall be entitled to assign the Agreement to any company in its group of companies or to any entity that purchases the shares or assets of Digital Image as the result of a merger, takeover or similar event.
17.8 This Agreement, and Your relationship with Digital Image under the terms of this Agreement, shall be governed by English law. You and Digital Image agree to submit to the exclusive jurisdiction of the courts of England to resolve any legal matter arising under this Agreement. Notwithstanding this, both parties agree that either party shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
18. FORCE MAJEURE
Neither party shall be in default under the Agreement if the failure to perform is due to any event beyond their control, including, without limitation, significant failure of a portion of the power grid, failure of the Internet, failure of network providers, natural disaster, nuclear incident, war, attack by unknown viruses, malware, cyber attacks or similar, riot, insurrection, illness, epidemic, strikes or other organized labour action, terrorist activity, or other events of a magnitude or type for which precautions are not generally practicable.
All Notices to Digital Image must be made in writing and sent using a receipted email to firstname.lastname@example.org. Digital Image shall send all notices to You at the email address used for registration of Your account and to the then current email addresses of Your designated Slidebank Administrators.
Slidebank Trial Agreement, 24th May 2018
(C) Digital Image Ltd., 2018