This Transcend Evaluation Agreement (“Agreement”) is entered into between Transcend, Inc. (“Transcend”) and the organization for which you are accepting these terms (“Client”). This Agreement sets forth the terms and conditions under which Client may use the Services. You represent that you have read and understand all the provisions herein and that you have the authority to bind such organization to this Agreement. The “Effective Date” of this Agreement will be the date that it is accepted by you. By clicking “I Accept” or “I Agree” below or using the services, you agree to this agreement on behalf of client. If you do not agree with this Agreement or you do not have the authority to bind your organization to this Agreement, you must not accept this Agreement or use the services.
1.1. Provision of Trial Services. If Trial Services are provided to Client by Transcend, Client and its Authorized Users may access and use the Trial Services in accordance with this Agreement and the Documentation.
1.2. Provision of Beta Services. If Beta Services are provided to Client by Transcend, Client and its Authorized Users may access and use the Beta Services to evaluate the offering and at Client’s discretion, provide Suggestions with respect to the Beta Services. Beta Services, including their features and functionality: (a) are not an official product and have not been commercially released; (b) may not be in final form or be fully functional; (c) may contain errors, design flaws or other problems; (d) may generate or produce inaccurate information or unexpected or incorrect results; (e) may cause loss of data or communications, project delays or other unpredictable damage or loss; (f) may never be released as a commercial version; and (g) may be discontinued by Transcend in whole or in part, at any time and without any obligation or liability to Client. This Section 1.2 will apply to Beta Services notwithstanding any contrary provision in this Agreement.
1.3. Usage Restrictions. Trial Services and Beta Services may be subject to certain additional restrictions, limitations and differing terms which will be provided to Client in writing when Client is onboarded. In the event of any conflict between this Agreement and the Trial Services or Beta Services terms, the Trial Services or Beta Services terms will govern and control solely with respect to the Trial Services or Beta Services. Transcend may, at its discretion, change or update the Services from time to time.
2.1. Client Administration. Client is responsible for designating Authorized Users for its Services account, maintaining updated Authorized User contact information, and managing access to Authorized User accounts.
2.2. Client Responsibilities. Client is responsible for any use of the Services through its account. Client will maintain the confidentiality of account credentials used by Authorized Users to access the Services. Client will prevent unauthorized use of the Services and promptly notify Transcend of any unauthorized use. Client may not permit sharing of accounts and passwords. Client acknowledges that information provided by Transcend regarding future functionality should not be relied upon to make a purchase decision.
2.3. Compliance. Client may only use the Services in accordance with this Agreement, the Documentation, and the Acceptable Use Policy. Client will obtain any permissions or consents from Authorized Users and comply with any privacy and data protection laws necessary to allow the operation of the Services.
2.4. General Restrictions. Client will not (and will not allow any Authorized User or third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services, (b) modify or create derivative works based on the Services, (c) sell, resell, license, copy, rent, lease, distribute, time-share the Services or otherwise use the Services for the benefit of a third party, (d) remove or alter proprietary notices from the Service, or (e) use the Service to create any other product or in-house solution.
2.5. Client Third-Party Services. If Client uses any Client Third-Party Services with the Services: (a) Transcend will not be responsible for any act or omission of the third-party, including the third-party's access to or use of Client Data; and (b) Transcend does not warrant or support any Client Third-Party Service. Client is responsible for complying with licenses and paying fees for Client Third-Party Services.
3.1. Transcend License. Except for the rights granted in Section 1 (Services), Transcend and its licensors own and reserve all right, title, and interest in and to the Transcend Technology.
3.2. Client License. Except for the rights granted in this Section, Client owns and reserves all right, title, and interest in and to the Client Data. Client grants Transcend and its contractors a worldwide, non-exclusive right to use the Client Data to provide the Services.
3.3. Suggestions. Client agrees that with respect to any Suggestions, Transcend may, in its discretion and for any purpose, (a) use, modify, and incorporate into Transcend’s products and services and (b) license or sublicense the Suggestions without obligation to Client.
3.4. Reports. Transcend may use Transcend Data (i) to provide, maintain, and improve the Services and develop new features and services and (ii) create and distribute reports and materials about the Services. Transcend will not identify Client as a source of information for any report or material described in this Section without Client’s permission.