1. Customer’s Access and Use
These terms and conditions ("Terms of Service") govern Customer’s access to and use of the Services (as defined below) outlined in any Order Form agreed between Tines and Customer. The agreement between the parties includes and incorporates any Order Forms, the data processing agreement ("DPA") (at tines.com/dpa) as well as these Terms of Service, and its exhibits (the “Agreement”). For the avoidance of doubt, any terms and conditions attached to a purchase order or any Customer documentation shall not apply to the provision of these Services and this Agreement shall always take precedence over such terms and conditions. Notwithstanding the foregoing or anything to the contrary contained herein, the terms of any Order Form(s) entered between the parties shall take precedence over the Agreement in respect of any net day payment terms or billing frequency agreed.
Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit A. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of or cancel passwords it deems inappropriate.
Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.
Company hereby grants Customer a limited, non-exclusive, non-transferable , revocable, non-assignable and non-sublicensable right to access and use the software specified in an applicable Order Form as well as any support services (“Services”) during the Term, for use by Customer and Customer’s employees, consultants, contractors, and agents who are authorised by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement (“Authorised Users”) in accordance with this Agreement and the terms and conditions set forth in such separate executed document(s) under which Customer subscribes to or purchases access to the Services (each an “Order Form”). Each Order Form is incorporated by this reference into, and governed by, this Agreement.
Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Company.
Customer shall be responsible for the acts and omissions of its Authorised Users who access the Services, as though they were the acts and omissions of Customer and agrees to indemnify Company and its Affiliates and subcontractors against any claims, costs, losses, damages or liability arising from the acts or omissions of its Authorised Users which constitute a material breach of the terms of this Agreement.
2. Restrictions and Responsibilities
Customer's use of and access to the Services is strictly for legitimate, good faith commercial purposes and not for fraudulent, deceitful or competitive intelligence purposes.
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or Software in any form or media or by any means (except to the extent expressly permitted by Company or authorised within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
Customer shall not during the course of its use of the Services access, store, distribute or transmit any viruses, or any material that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or (ii) facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence; or (iii) is discriminatory or otherwise illegal or causes damage or injury to any person or property; (iv) contains any unsolicited or unauthorised advertising, promotional or marketing materials; or (v) encourages conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law or regulation.
Customer shall (i) comply with all applicable laws and regulations with respect to its activities under this Agreement including Applicable Data Protection Legislation; (ii) obtain and shall maintain all necessary licenses, consents, and permissions necessary on its part for the Company, its third party providers and subcontractors to perform their respective obligations under this Agreement; and (iii) ensure that its network and systems comply with any specifications provided by Company and will be solely responsible for procuring and maintaining its network connections and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s network connections or telecommunications links.
"Applicable Data Protection Legislation" means any laws or regulations applicable to the processing of Customer Personal Data including; without limitation, the Data Protection Acts of Ireland 1988 to 2018 and the General Data Protection Regulation (EU) 2016/679 (the "GDPR"), the United Kingdom Data Protection Act 2018 and the California Consumer Privacy Act 2018 (in each case, as amended from time to time and including any regulations made thereunder).
Without prejudice to Company’s other rights in law or equity, Company reserves the right, without liability to Customer, to suspend or disable Customer’s or any Authorised Users' access to the Services for any reason including but not limited to any actual or suspected fraudulent or deceitful use of, or access to, the Services by Customer or any Authorised Users or, where Customer or any Authorised Users' use of or access to the Services is or is suspected to be for competitive intelligence purposes or otherwise than for legitimate, good faith commercial purposes. Where Tines suspends or disables Customer's or any of its Authorised Users' access to the Service, and Customer or its Authorised Users' continue to be in breach of this clause 2, Tines has the right to terminate the Agreement with immediate notice. Tines is not liable to Customer, its Authorised Users or any third-party for any modification, price change, suspension or discontinuance of the Services.
3. Confidentiality; Proprietary Rights
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may supply certain proprietary and confidential information, whether in a tangible form and labeled “confidential” or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services and Software. Proprietary Information of Customer includes, but is not limited to, information relating to Customer’s security policies, business procedures, and non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”).
The Receiving Party agrees: (i) to protect Proprietary Information with the same degree of care, but in no event less than a reasonable standard of care, that they use to protect their own Proprietary Inform