IMPORTANT – PLEASE READ CAREFULLY:
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND TILED, INC. (“TILED”) REGARDING YOUR USE OF TILED’S PRODUCTS AND SERVICES. BY SUBMITTING YOUR INFORMATION AND REQUESTING AN ACCOUNT TO BE ESTABLISHED, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOLLOWING TERMS AND AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT SUBMIT YOUR INFORMATION OR OR REQUEST A TILED ACCOUNT.
1.SAAS SERVICES AND SUPPORT
1.1 Subject to the terms of this SaaS Agreement for Designers (the “Agreement”), Company shall use commercially reasonable efforts to provide Customer with access to the Tiled Microapp Platform – Creative Account (the “Services”).
1.2 This Agreement is subject to account capacity limits, including unlimited users, unlimited microapp sessions, and a limit of three (3) published microapps per account. The Company may, at its discretion and without notice to the Customer, modify the account capacity limits to increase or decrease the limits therein.
1.3 Subject to the terms hereof, Company will maintain the Services in accordance with the terms set forth in Exhibit A.
1.4 This Agreement is for access to software services only. The Company will not provide any professional, engineering, consulting, administrative, or design services (“Professional Services”) to Customer in connection with this Agreement.
2.RESTRICTIONS AND RESPONSIBILITIES
2.1 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”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
- CONFIDENTIALITY; PROPRIETARY RIGHTS
3.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Professional Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Company shall have the right to access Customer Data and collect and analyze information relating to the provision, use and performance of the Services and related systems and technologies, and Company will be free (during and after the Term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate. No rights or licenses are granted except as expressly set forth herein.
4.PAYMENT OF FEES
4.1 Subject to compliance with this Agreement, the Services shall be provided free of charge.
5.TERM AND TERMINATION
5.1 Subject to earlier termination as provided below, this Agreement shall remain in place until terminated (the “Term”).
5.2 Either party may terminate this Agreement for any or no reason, with or without cause, with or without notice, and without further liability to the other party.
5.3 Following the expiration of this Agreement or upon any earlier termination thereof, Customer will cease use of the applicable Services and Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
- WARRANTY AND DISCLAIMER
The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Professional Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effectand enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.
Company will make reasonable efforts to fix defects in the Service. Customer shall report any defect by submitting a helpdesk ticket at support.tiled.co or by emailing email@example.com.
- Account activity. You need a Tiled Account to create content in Tiled. Tiled asks for some personal information when you create a Tiled Account, including your email address and a password, which is used to protect your account from unauthorized access. Tiled servers automatically record certain information about your use of Tiled. Similar to other web services, Tiled records information such as account activity (e.g., storage usage, number of log-ins, actions taken), data displayed or clicked on (e.g., UI elements, links), and other log information (e.g. browser type, IP address, date and time of access, cookie ID, referrer URL, etc.). Tiled may collect automated error reports in the case of software malfunction; such error reports may contain some or all of the information in your documents and may be reviewed to help resolve problems with the Tiled software or service.
- Content. Tiled stores, processes and maintains your content, sharing lists, and other data related to your account in order to provide the service to you.
- We use this information internally to deliver the best possible service to you, such as improving the Tiled user interface and maintaining a consistent and reliable user experience.
- Files you create, upload, or copy to Tiled may, if you choose, be read, copied, used and redistributed by people you know or, again if you choose, by people you do not know. Use care when including sensitive personal information in files you share or in chat sessions, such as social security numbers, financial account information, home addresses or phone numbers.
- Tiled reserves the right to review content you submit to Tiled to help resolve problems with the Tiled software or service, or to ensure compliance with our terms of service.
- We will not sell or rent your personal information to others, except to the extent necessary to fulfill any requests by you to share content through another website or partner.
- Tiled only shares personal information with other companies or individuals outside of Tiled in the following limited circumstances:
o We have your consent. We require opt-in consent for the sharing of any sensitive personal information.
o We have a good faith belief that access, use, preservation or disclosure of such information is reasonably necessary to (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce applicable terms of service, including investigation of potential violations thereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, or (d) protect against harm to the rights, property or safety of Tiled, its users or the public as required or permitted by law.
- We may share with third parties certain pieces of aggregated, non-personal information, such as the number of users who used a type of document, for example. Such information does not identify you individually.
- If Tiled becomes involved in a merger, acquisition, or any form of sale of some or all of its assets, we will ensure the confidentiality of any personal information involved in such transactions.
- Tiled will take reasonable measures to protect your personal information and your documents, both to ensure that your documents remain available to you, and that they remain unavailable to unauthorized persons.
Additional Data Protection Obligations
- To the extent Tiled processes personal data (as that term is defined by the General Data Protection Regulation (“GDPR”) and hereinafter referred to as (“Personal Data”)) in the performance of this Agreement, it agrees to do so only as outlined in this Agreement and will not transfer personal data to another country or international organization except as instructed by Customer.
- Tiled will require that all persons authorized to process personal data be bound by appropriate obligations of confidentiality.
- Tiled will assist Customer, to the extent possible and considering the nature of the processing, in its efforts to comply with its obligations under GDPR to respond to data subjects exercising their rights (as set forth in Articles 12 through 23 of GDPR).
- Tiled will further assist Customer, considering the nature of the processing and the information available to Tiled, in its efforts to comply with its obligations set forth in Articles 32 through 36 of GDPR.
- Tiled agrees to delete or return all Personal Data to Customer (as requested by Customer) upon termination or expiration of the Agreement and delete any copies of the Personal Data, unless European Union or EU Member State law requires otherwise.
- Tiled agreed to make available to Customer all information necessary to demonstrate its compliance with the obligations set forth in this Exhibit and reasonably allow for, and contribute to, audits and/or inspections conducted by Customer.