commercetools 60 Days Trial Agreement
Last Updated: July 24, 2024
IMPORTANT – PLEASE SCROLL DOWN AND READ THE FOLLOWING CAREFULLY BEFORE DOWNLOADING, INSTALLING, ACCESSING OR USING THE SERVICE TRIAL.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMMERCETOOLS GMBH, ADAMS-LEHMANN-STRASSE 44, 80797 MUNICH, GERMANY (hereinafter referred to as “commercetools”).
BY DOWNLOADING, INSTALLING, ACCESSING AND/OR USING THE SERVICE TRIAL, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS.
This 60 Days Free Trial Agreement (“Agreement”) is entered into between commercetools and You and governs Your trial use of the commercetools e-commerce software-as-a-service products.
All other capitalized terms are defined at the end of this Agreement.
Section 1 - The Service Trial
1.1. Use of the Service Trial. commercetools grants You during the Trial Period (defined below), limited right to use and access the Service Trial for Your internal business purposes only. During the Trial Period, You will be provided limited access to commercetools's e-commerce software-as-a service products strictly for limited, non-commercial use to test and evaluate commercetools's e-commerce software-as-a service products in accordance with the rights granted in this Agreement (the “Service Trial”).
1.2. Users. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its Affiliates to these terms and conditions, in which case the terms “You” or “Your” shall refer to such entity and its Affiliates. if You do not have such authority, or if You do not agree with these terms and conditions, You must not use the Service Trial.
1.3. Support. The Service Trial provides an opportunity to experience the Service before purchasing. The Service Trial is provided as a convenience and You agree that commercetools is not obligated to provide any technical support, phone support, or updates.
1.4. Restrictions. You will not (and will not permit anyone else to) do any of the following: (a) use the Service Trial to develop a similar or competing product or service; (b) reverse engineer, decompile, disassemble, or seek to access the source code of the Service, the Service Trial or any related features; (c) modify or create derivative works of the Service Trial or copy any element of or related features with commercetools's e-commerce software-as-a service products or the Service Trial; (d) perform any security integrity review, penetration test, denial of service simulation, or vulnerability scan without prior consent of commercetools; (e) provide access to or sub-license the Service Trial to a third party other than as authorized by commercetools; (f) send any Prohibited Data to the Service Trial; (g) use for any security or performance testing in order to probe, scan or attempt to penetrate or ascertain the security or performance of the Service Trial or any part thereof; (h) use the Service Trial to menace or harass any person or entity or cause damage or injury to any person, entity or property; (i) use the Service Trial to involve the publication of any material that is false, defamatory, harassing or obscene; (j) use the Service Trial to violate any privacy rights; (k) upload, publish or otherwise transmit any personal data/personal information of third parties (data subjects); (l) use the Service Trial to promote bigotry, racism, hatred or harm; (m) use the Service Trial to send unsolicited bulk email, “junk mail,” “spam” or chain letters; (n) use the Service Trial to infringe intellectual property or other proprietary rights; (o) violate applicable laws, ordinances or regulations, including privacy rights; (p) utilize the Service Trial beyond the Trial Period or apply for a new Service Trial immediately following the end of a Trial Period; or (q) export, publicize or use the Service Trial for any commercial purpose.
1.5. Rights Granted. For the duration of the Trial Period, You have the nonexclusive, non-transferable, non-assignable, limited right to use the Service Trial, subject to the terms of this Agreement, and solely for Your internal business purposes to test and evaluate commercetools’ Service offering for one (1) project and not for any production or commercial purposes. You may not utilize the Service Trial in conjunction with or in any way related to any of Your existing, past or prospective customers. You are responsible for Your Users’ compliance with this Agreement.
Section 2 - Your Obligations
2.1. Your Data. You remain solely responsible for Your regulatory compliance in connection with Your use of the Service Trial. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Your content and information. You warrant and represent that Your content and data do not contain any viruses, Trojan horses, worms or other components that would limit or harm the functionality of a computer. You represent and warrant to commercetools that You have all necessary rights, consents, and permissions to use and submit Customer Data to the Service Trial, and will not violate or infringe any applicable laws or third-party rights (including intellectual property, publicity, or privacy rights).
2.2. Suspension. commercetools may suspend access to the Service Trial and related services if: (a) You breach Section 1.4 (Restrictions); or (b) there is a risk of harm to other commercetools customers or the security, availability, or integrity of the Service Trial or other commercetools products and services due to Your use of the Service Trial. commercetools reserves the right at its sole discretion to delete, at any time and for any reason, any content, application, or software, and any such content, application or software may become permanently lost if so deleted.
2.3. Systems Operations Data. In order to provide its customers with the benefits of a multi-tenant cloud offering, commercetools may collect and process utilization statistics and other technical data (e.g. page load data) regarding use, configuration, and deployment of the Service Trial to operate, manage, improve, instrument, benchmark, and support the Service Trial; provided, commercetools will not disclose any information derived from such data if doing so would make it possible for a third party to identify You or any individual natural person.
Section 3 - Fees
3.1. Free Service Trial. The Service Trial being provided under this Agreement is done so free of charge solely and strictly during the Trial Period.
Section 4 - Disclaimers and Exclusions of Warranties
4.1. General Disclaimer. The Service Trial is provided to You on an “as is” and “as available” basis, and commercetools hereby disclaims all express or implied representations, warranties, guarantees, and conditions with regard to (a) the Service Trial, including but not limited to software, hardware, systems, networks or environments and (b) merchantability, satisfactory quality, noninfringement, and fitness for a particular purpose.
4.2. Performance. commercetools does not guarantee that (a) the Service Trial will be error-free or uninterrupted, or that commercetools will correct all errors in the Service Trial; (b) the Service Trial 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 Service Trial, including any products, information or other material You obtain or purchase from commercetools under this Agreement, will meet Your requirements or expectations. You acknowledge that commercetools does not control the transfer of data over communications facilities, including the internet, and that the Service Trial may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. commercetools is not responsible for any delays, delivery failures, or other damage resulting from such problems.
4.3. Your Obligations. You are solely responsible for any content, application or non-commercetools software that You load into or create, and agree, at Your sole cost and expense, to defend and hold harmless commercetools against any claim and indemnify commercetools 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- commercetools software. commercetools is not responsible for the security of any content, application, or software.
4.4. Reservation of Rights. commercetools reserves the right to make changes or updates to commercetools's e-commerce software-as-a service products and the Service Trial at any time without notice.
Section 5 - User Accounts
5.1. Account Creation. To use the Service Trial, You must have a commercetools account. You are required to provide truthful and accurate information. You shall not impersonate anyone else while creating Your account or use any pseudonyms. If Your information changes at any time during the Trial Period, You shall update Your account or notify commercetools of those changes.
5.2. Account Responsibility. You may not share Your account or access to the Service Trial. You are responsible for identifying and authenticating all Users, for approving access by such Users, for controlling against unauthorized access by Users and for maintaining the confidentiality of usernames, passwords and account information. 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’ use of the Service Trial, and You agree to notify commercetools immediately of any unauthorized use. You agree to make every reasonable effort to prevent unauthorized third parties from accessing the Service Trial.
Section 6 - Feedback and Ownership
6.1. Feedback. “Feedback” means any input regarding commercetools products and/or services (including the Service Trial), including changes or suggested changes to commercetools’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 commercetools, in its sole discretion, on a non-confidential and unrestricted basis. You agree that commercetools retains 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 commercetools may use the Feedback for any purpose, including but not limited to incorporation or implementation of such Feedback into a commercetools 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 commercetools.
6.2. Ownership. Except for Your use rights in this Agreement, commercetools and its licensors retain all intellectual property and other rights in the Service Trial, the Documentation, and related commercetools technology, services, templates, formats, and dashboards, including any modifications or improvements to these items made by commercetools.
Section 7 – Limitation of Liability
7.1. Limitation of Liability. In no event shall commercetools 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 commercetools has been advised of the possibility of such damages. In no event shall commercetools’s total liability under this Agreement for all damages exceed the amount of One Thousand United States Dollars ($1,000.00 USD).
Section 8 - Indemnification
8.1. General Indemnification. You agree to defend, hold harmless and indemnify commercetools against any claim arising out of a violation of Your obligations under this Agreement.
8.2. Infringement Indemnification. You will defend commercetools from and against any third-party claim to the extent alleging that the Your data or the combination of Your data with other applications, content, or processes, infringes a third party’s privacy or intellectual property rights; or to the extent related to or arising from Your breach or alleged breach of Section 1.4 (Restrictions). You will hold harmless and indemnify commercetools against any damages or costs awarded against commercetools (including reasonable attorneys’ fees) or agreed in settlement by You resulting from the claim.
8.3. Indemnification Procedure. Your obligations in this Section 8 (Indemnification) are subject to You receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of commercetools, at commercetools’s expense for reasonable out-of-pocket costs. You may not settle any claim without commercetools’s prior written consent if settlement would require commercetools to admit fault or take or refrain from taking any action. commercetools may participate in a claim with its own counsel at its own expense.
Section 9 - Term and Termination
9.1. Trial Period. This Agreement is effective upon Your acceptance of this Agreement (the “Effective Date”) and will terminate automatically and without notice sixty (60) days from the Effective Date unless ended earlier in accordance with the terms and conditions of this Agreement (the “Trial Period”). If You would like to use the Service Trial or any other commercetools product or services after the Trial Period or for any other purposes not permitted herein during the Trial Period, You must contact commercetools to agree to such further use under a separate contract which might be chargeable.
9.2. Termination. The use of the Service Trial provided under this Agreement shall be provided for the Trial Period above unless earlier terminated in accordance with this Agreement. commercetools may terminate Your password, account and access to or use of the Service Trial at any time for any reason.
9.3. Expiration. At the end of the Trial Period, all rights to access or use the Service Trial shall end automatically and without notice. You acknowledge and agree that commercetools has no obligation to retain Your content and applications, and that Your content and applications will be irretrievably deleted, following the end of the Trial Period.
Section 10 - General Terms
10.1. Assignment. You may not assign this Agreement, without commercetools prior written consent; provided that in connection with a merger, reorganization, or sale of all or substantially all of Your assets, this Agreement shall automatically transfer to the successor in interest. In which case, You shall provide notification that such transfer has occurred within thirty (30) days of such event.
10.2. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by the laws of the State of New York. You irrevocably submit to the exclusive jurisdiction of the courts of the City of New York, County of New York.
10.3. Notices. commercetools may give notice to You pursuant to the terms of this Agreement by electronic mail to Your email address on record in commercetools’s account information or by written communication sent by first class mail or pre-paid post to Your address on record in commercetools’s account information.
10.4. Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. Notwithstanding the foregoing, commercetools may make changes to commercetools's e-commerce software-as-a service products, the Service Trial and this Agreement at any time, and You agree that Your continued use of the Service Trial constitutes Your acceptance of, and agreement to such changes.
10.5. Survival. The provisions of Section 1.4 (Restrictions), Section 4 ( Disclaimers and Exclusions of Warranties), Section 6 (Feedback and Ownership), Section 7 (Limitation of Liability), Section 8 (Indemnification), Section 9.3 (Expiration), Section 10 (General Terms) of this Agreement shall survive the expiration or termination of this Agreement, in addition to any other provisions of the Agreement required to give effect to those provisions.
10.6. Force Majeure. Neither party is responsible for events outside the reasonable control of the obligated party. Both parties will use reasonable efforts to mitigate the effect of a force majeure event.
10.7. Independent Contractors. commercetools and You are each an independent contractor and the parties agree that no partnership, joint venture or agency relationship exists between the parties by virtue of this Agreement. Each party is responsible for paying its own employees, including employment related taxes and insurance. 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 in conjunction with the Service Trial, including all rights and consents to such content, applications and products necessary for commercetools to provide the Service Trial.
10.8. Severability. If a court of competent jurisdiction finds any provision in this Agreement to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement and the parties or the court will in good faith modify the invalid or unenforceable provision to the extent required to allow its enforcement in a manner that most closely represents the intentions of the parties in entering into this Agreement.
10.9. Anti-Corruption and Export. You will, and will cause Your employees, consultants, and agents to, comply with all applicable anti-bribery, anti-fraud and export laws and regulations in their provision and use of the Service Trial.
GLOSSARY OF TERMS USED:
“Affiliate” means a company, whether a corporation or other business entity, that is controlling, controlled by or under common control with You. “Control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the equity interest in such corporation or business entity, or the ability in fact to control the management decisions of such corporation or business entity.
“Customer Data” means the data, information, or content that is sent to the Service Trial.
“Documentation” means the commercetools technical guides and documentation made available from the dedicated ‘Documentation’ page of the commercetools website set out here: https://docs.commercetools.com/docs/.
“Prohibited Data” means any: (1) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (2) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (3) credit, debit, or other payment card data or financial account information, including bank account numbers; (4) credentials granting access to an online account; (5) social security numbers, driver’s license numbers, or other government identification numbers; and (6) other data or information subject to regulation or protection under applicable laws.
“Service Trial” refers to the free trial of commercetools's e-commerce software-as-a service products.
“Users” means those individuals authorized by You or on Your behalf, solely and strictly to the extent permitted by commercetools pursuant to the terms of this Agreement, to use commercetools's e-commerce software-as-a service products during the Trial Period.
"You” or “Your" refers to the individual or entity that has agreed to the terms and conditions of this Agreement and that has otherwise used or is using the Service Trial under its terms.