Access to and use of the Trickle Platform is supplied under trial Licence from TRICKLE DATA INSIGHTS LIMITED incorporated and registered in Scotland with company number SC567746 whose registered office is at 101 Rose Street South Lane, Edinburgh EH2 3JG (hereinafter referred to as “Trickle“) to you, the customer (hereinafter referred to as the “Customer“).
By clicking the “I Accept” checkbox during the online sign-up process, Customer agrees to be bound by the following terms and conditions:
1. Purpose
Subject to the terms and conditions hereof, Customer wishes to evaluate the Trickle Platform for the limited purposes of internal testing and evaluation (the “Evaluation”) to determine whether to purchase a subscription for the Trickle Platform and Trickle is willing to provide the Trickle Platform to the Customer for the Evaluation.
2. Trial licence
Trickle hereby grants to the Customer a non-exclusive, non-transferable limited Trial Licence to use the Trickle Platform internally solely for evaluation and testing purposes for a period of 28 days from the date Customer first accesses the Trickle platform (the “Trial Period”). Customer may not sub-licence, assign, or otherwise transfer any of its rights in this Trial Licence. The Trial Licence granted hereunder will expire at the end of the Trial Period unless terminated as described below.
3. Ownership of the Trickle platform
Customer acknowledges that, as between the parties, Trickle retains sole right, title and interest in and to the: (i) Trickle Platform and, (ii) all copyrights, patents, trademarks and other intellectual property rights with respect to the Trickle Platform.
4. Warranty Disclaimer
Trickle disclaims all warranties, either express or implied including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
5. Limitation of Liability
Other than liability for death and personal injury which shall remain unlimited, in no event will Trickle be liable for direct, indirect, incidental, consequential, special or other damages resulting from or in connection with this Trial Licence, whether in an action based on contract or tort, including negligence or strict liability, and even if Trickle has been advised of the possibility of such damages.
6. Termination
Either Trickle or the Customer may terminate this Trial Licence at any time during the Trial Period with or without cause. Upon any termination of this Trial Licence, only the license to use the Trickle Platform will terminate. All other rights and obligations will survive such termination.
7. Third parties
Nothing in this Agreement confers or purports to confer any right to enforce any of its terms on any person who is not a party to this Agreement and no such person shall have any rights to enforce any terms of this Agreement.
8. Non-solicitation
It is agreed that the Customer shall not approach directly or indirectly employees of Trickle with offers of employment for the duration of this Agreement and for a period of twelve months thereafter. This will not restrict Customer from employing staff who apply unsolicited in response to general advertising or other general recruitment campaigns.
9. Purchasing a subscription to the Trickle platform
Upon expiration of the Trial Period, Customer shall have the option to purchase a subscription for the Trickle Platform.
10. Confidentiality
Customer shall, during the full term of this Agreement, keep secret and confidential all information and know-how which it obtains under this Agreement including the existence of this Agreement and shall procure that it’s employees, agents and/or subcontractors are similarly bound to keep confidential all information and know-how which, by its nature, is clearly confidential and/or relates to the business of Trickle and shall not disclose the same to any person save as expressly authorised in writing to be disclosed by Trickle.
11. Fair and reasonable restrictions
Trickle and the Customer expressly acknowledge and agree that the terms and conditions of this Agreement have been individually negotiated and agreed.
12. Miscellaneous
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements, negotiations, understandings and communications regarding such subject matter. If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted, and the balance of this Agreement will be enforceable in accordance with its terms.
13. Governing law and jurisdiction
This Agreement will be governed by Scots law and the Scottish courts will have exclusive jurisdiction.