Trubrics SaaS License - Terms of Use

Service: Provision of the Trubrics software as a service in accordance with the Documentation and the tier of service selected by the Customer.

‍Software: The Trubrics software as described in the Documentation.

‍Documentation: Documentation owned by Trubrics and available at: https://docs.trubrics.com/.

‍Freemium Model: Includes three tiers of service - Starter (no cost), Pay as you go, and Enterprise (both subscription-based). Details of each tier can be found at https://trubrics.com/pricing/.

‍Subscription Fees: The fees payable by the Customer for subscription to the Pay as you go or Enterprise tiers.

‍User Data: Data inputted by Customer or its users as part of the service usage.

‍Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

‍Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability.

2.1. Trubrics agrees to provide the Customer access to the Service in accordance with the Documentation and the tier of services selected by the Customer.

2.2. Customer shall:

(a)  not introduce, or permit the introduction of, any Virus or Vulnerability into Trubrics’ network and information systems;

(b)  obtain and shall maintain all necessary licences, consents, and permissions necessary for Trubrics, its contractors and agents to perform their obligations under this agreement, including without limitation the Service;

(c)  be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Trubrics’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

2.3. Customer expressly acknowledges that:
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(a)  Customer shall use the Service only for lawful purposes and in accordance with this agreement.

(b)  Pay as you go and Enterprise tiers require a monthly subscription fee, details of which are provided in the pricing section of the Trubrics website or as otherwise communicated to the Customer.

(c) it is not entitled to input (and agrees that it shall refrain from inputting) personal data (as defined in the Data Protection Act 2018) using the Service.

Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement, attempt to: (i) use, copy, modify, duplicate, adapt, vary or create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Service in order to build a product or service which competes with the Software and/or the Service; or (c) use the Service to provide services to third parties; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service or the Software available to any third party.

4.1. Fees:

(a) The Subscription Fees for the Pay as you go tier are billed monthly in arrears and are non-refundable. Payment must be received within thirty (30) days of the billing date, otherwise access to the Service will be suspended until the payment is made.

(b) The Subscription Fees for the Enterprise tier are billed in advance on a monthly or annual basis and are non-refundable.

(c) Fees must be paid via a valid payment method as specified by Trubrics.

4.2. Subscriptions for Pay as you go and Enterprise tiers automatically renew unless the Customer cancels the subscription before the renewal date:

(a) Any outstanding usage after canceling the Pay as you go subscription must be paid for within thirty (30) days of cancellation.

4.3. Customers may upgrade or downgrade their service tier at any time. Upgrades take effect immediately, while downgrades take effect at the start of the next billing cycle.

5.1. This Agreement is effective until terminated.

5.2. Either party may terminate this Agreement at any time with notice.

5.3. Upon termination, Customer must cease all use of the Service and delete all copies of the Software.

6.1. Trubrics shall provide technical support for the Service in accordance with the Trubrics support level outlined within the tier of service.

7.1. The Service is provided "as is". Trubrics disclaims all warranties, express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose.

8.1. Save for death and personal injury caused by Trubrics’ negligence, Trubrics shall have no liability of any kind in any circumstances whatever to Customer in respect of the Service or Documentation. In particular, Trubrics shall have no liability in any circumstances whatever for any data loss or corruption and Customer agrees that it has sole responsibility for protecting its data and systems during evaluation of the Service.

8.2. Customer shall defend, indemnify and hold harmless Trubrics, its partners from time to time, its employees and agents from and against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Customer's and its users’ use or misuse of the Service and/or Documentation.

9.1. Trubrics owns the Service, Software, Documentation, all related documentation and the results of any performance tests. Customer acknowledges that any disclosure pursuant to this agreement shall not confer on Customer any intellectual property or other rights in relation to the Service, Software or the Documentation other than its right to use under clause 2.1. Customer owns the data entered by the Customer and outputs obtained by the Customer, in each case as a result of using the Service.

9.2. If a third party notifies Customer of any claim that the use of the Service infringes any right of a third party, Customer agrees to immediately notify Trubrics. If any such claim is made to Customer or Trubrics, Customer shall, at Trubrics’ request, immediately cease use of the Service. If Trubrics is unable to allow Customer to continue evaluation of the Service, this agreement shall terminate.

9.3. Except for the rights and licence granted under this agreement, nothing contained in this agreement shall be construed to grant to Customer any right, title or interest in or to the Service, Software and Documentation. Trubrics expressly reserves all right, title and interest in and to the Service, Software and Documentation which are not specifically granted to Customer under this agreement.

10.1. Each party agrees to retain in confidence all information disclosed by the other party under this Agreement that is designated as confidential.

11.1. The person accepting this agreement on behalf of Customer confirms that he/she is authorised to enter into this agreement on Customer's behalf, and to bind Customer to its terms and conditions.Each party agrees to retain in confidence all information disclosed by the other party under this Agreement that is designated as confidential.

11.2. No variation or assignment of this agreement shall be effective unless it is in writing and signed by or on behalf of both parties

11.3. If any provision of this agreement is or becomes prohibited by law or is judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the remainder of this agreement.is designated as confidential.

11.4. This Agreement shall be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.