Service-as-a-Software Free Trial Agreement

This Free Trial Agreement (this “Agreement”) is by and between BeDataDriven B.V., a limited liability corporation whose principal place of business is Binckhorstlaan 36, The Hague (“Provider”) and you, the natural person who registered for a trial account (“Customer”).

1 Definitions

The following capitalized terms will have the following meanings whenever used in this Agreement.

1. “Customer’s Partners” means any of Customer’s clients, partners or other third parties Customer gives access to the Platform, including without limitation such companies’ agents and employees.
2. “Customer Data” means all information processed or stored through the SaaS by Customer or on Customer’s behalf. Customer data does not include payment records, credit cards or other information Customer uses to pay Provider, or other information and records related to Customer’s account, including without limitation identifying information related to Customer staff involved in payment or other management of such account.
3. “Documentation” means Provider's standard manual related to use of the Platform, publicly available at activityinfo.org/support/docs/.
4. “Privacy/Security Law” means privacy and security laws governing Provider’s handling of Customer Data (if any). For the avoidance of doubt, Privacy/Security Laws do not include laws applicable to Customer or its data to the extent not described in the preceding sentence.
5. “Term” is defined below in Section 8.

2 Access to the Platform

Use of the Platform: During the Term, Customer may access and use the Platform through the URL www.activityinfo.org.

Documentation. Provider will maintain Documentation for the Platform at activityinfo.org/support/docs/. Customer may reproduce and use the Documentation solely as necessary to support Users’ use of the Platform.

Helpdesk. The Customer is entitled to technical support from the Provider’s Helpdesk during the Term of this Agreement. Technical support includes supporting completion of a discrete task on the platform, answering questions about your account, or resolving defects in the Platform. Helpdesk requests must be submitted to support@activityinfo.org.

3 Customer Data

Use of Customer Data. Provider shall not: (a) access, process, or otherwise use Customer Data other than as necessary to facilitate the SaaS; or (b) give Customer Data access to any third party, except Provider’s subcontractors that have a need for such access to facilitate the SaaS and are subject to a reasonable written agreement governing the use and security of Customer Data. Further, Provider: (c) shall exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data.

Statutory Special Terms. In the event that Customer wishes to use the Platform for collecting, storing or processing data which is subject to the EU General Data Protection Regulation (GDPR), the US Health Insurance Portability and Accountability Act of 1996 (HIPAA), or any other national or regional legislation, the Customer must notify the Provider and the parties will execute a Data Processing Agreement (DPA) specifying the nature of the data and roles and responsibilities of each party.

Privacy Notice. Customer acknowledges Provider’s privacy notice at activityinfo.org/about/privacy-notice.html, and Customer recognizes and agrees that nothing in this Agreement restricts Provider’s right to alter such privacy notify.

Required Disclosure. Notwithstanding the provisions above, Provider may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Provider shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.

4 Customer's Responsibilities and Restrictions

Unauthorized Access. Customers shall take reasonable steps to prevent unauthorized access to the Platform, including without limitation by protecting its passwords and other log-in information. Customer shall notify Provider immediately of any known or suspected unauthorized use of the Platform or breach of its security and shall use best efforts to stop said breach.

Customer's Partners & Other Users; Platform Access. Customer is responsible and liable for: (a) Customer's Partners’ and other Users’ use of the Platform, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; and (b) any use of the Platform through Customer’s account, whether authorized or unauthorized.

5 Intellectual Property

IP Rights of Customer Data in the Platform. Customer retains all right, title, and interest in any Customer Data uploaded to the platform, as well as design of any reports, or the results thereof.

IP Rights in the Platform. Provider retains all right, title, and interest in and to the ActivityInfo Platform, including without limitation all software used to provide the Platform and all graphics, user interfaces, logos, and trademarks reproduced through the Platform. This Agreement does not grant Customer any intellectual property license or rights in or to the Platform or any of its components, except to the limited extent that this Agreement specifically sets forth Customer license rights to Documentation. Customer recognizes that the Platform and its components are protected by copyright and other laws.

6 Warranties and Representations

Provider's warranties.

• Provider warrants that the Platform will perform materially as described in its Documentation. Customer acknowledges that complex software is never wholly free from defects and the Provider gives no warranty or representation that the Platform will be wholly free from defects.
• Provider does not warrant or represent that the Platform will be compatible with any application, program or software not specifically identified as compatible with the Platform in the Documentation.
• Provider warrants that it will perform Professional Services in a professional and workmanlike manner.
• Provider has no obligation to indemnify Customer against third-party litigation.

Customer's warranties.

• Customer warrants it has and will collect the Customer Data in compliance with all applicable laws, including without limitation laws on privacy, security, and disclosure of personal information;
• Customer warrants it has and will obtain such consents as are required by applicable law for Provider to access and process the Customer Data as authorized by to this Agreement.

7 Limitation of Liability

The use of the Service during the Free Trial shall be entirely at the Customer's own risk and Provider shall not be liable for any damages whatsoever.

8 Term and termination

Term. The term of this Agreement (the “Term”) will commence when the Customer registers for a free trial and last until the Customer closes their account, or purchases a paid subscription with the Provider.

Trial Period. The Customer will initially receive access to the Service for a period of thirty days. This Trial Period may be extended upon request and at the Provider's sole option.

Suspension. At the end of the Trial Period, the Customer's billing account will be suspended and they will no longer be able to access databases they have added. Access to databases owned by other Customers will not be interrupted.

Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 7 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.

Effects of Termination. Upon termination of this Agreement, Customer shall cease all use of the Platform. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Articles and Sections 8 (Intellectual Property), and 11 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

Promptly after the Customer closes their account, Provider shall erase all Customer Data in Provider’s possession or control, including without limitation in the possession of subcontractors. In erasing Customer Data as required by this Agreement, Provider shall leave no data readable, decipherable or recoverable on its computers or other media or those of its subcontractors.

9 Miscellaneous

Notices. Provider may send notices pursuant to this Agreement to Customer’s email address provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to info@bedatadriven.com, and such notices will be deemed received 72 hours after they are sent.

Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by epidemics, acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.

Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. If a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

Choice of Law & Jurisdiction. All disputes arising out of or in connection with this agreement will be resolved by the Amsterdam District Court following proceedings in English before the Chamber for International Commercial Matters (“Netherlands Commercial Court” or “NCC District Court”), to the exclusion of the jurisdiction of any other courts. An action for interim measures, including protective measures, available under Dutch law may be brought in the NCC's Court in Summary Proceedings (CSP) in proceedings in English. Any appeals against NCC or CSP judgments will be submitted to the Amsterdam Court of Appeal’s Chamber for International Commercial Matters (“Netherlands Commercial Court of Appeal” or “NCCA”). The NCC Rules of Procedure apply.

Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

Amendment. This Agreement may not be amended except through a written agreement by authorized representatives of each party.