1.1 This Evaluation Licence contains the terms governing Customer’s access and use of the Service. By using the Service, you agree to these terms on behalf of Customer.
1.2 The person accepting this agreement via the click to accept mechanism on behalf of Customer confirms that he or she is authorised to enter into this agreement on Customer’s behalf, and to bind Customer to its terms and conditions.
The definitions in this clause apply to this agreement.
Customer: means the company or entity on whose behalf the Evaluation Licence has been requested as listed in the intake form.
Information: information disclosed by, or on behalf of, Roadie and obtained by Customer relating to the Service.
Objective: evaluation of the Service by Customer for use in Customer’s business.
Roadie: means Larder Software Limited, trading as Roadie, a company incorporated in Ireland whose registered number is 672354 and whose registered office is at The Black Church, Saint Mary’s Place North, Dublin 7, D07 P4AX, Ireland.
Service: Roadie’s cloud-based developer tooling platform and service catalogue based on the opensource technology Backstage.
Supplementary Material: material made available to support the use of the Service such as documentation, licence information, specifications, open-source software licences and other similar content to enable Customer to evaluate the Service.
Trial Period: means the period of 45 days from the date of acceptance of the terms of this licence, which may be renewed for further 45-day periods if extension is offered by Roadie and accepted by Customer.
3.1 Roadie grants Customer a personal, non-transferable, non-exclusive licence to access and use the Service and Supplementary Material during the Trial Period solely for the purposes of the Objective. Customer acknowledges and agrees that the Service will, or may, automatically “time out” (that is to say, cease to operate) at the end of the Trial Period if Customer has not at that time accepted a full licence of the Service or has not been offered an extension to their Trial Period.
3.2 During the Trial Period this licence may be terminated immediately by Roadie giving written notice if Customer is in breach of any of its obligations under this agreement. The licence may be terminated by Customer during the Trial Period upon seven days’ written notice or upon acceptance by Customer of a full licence for the Service. Upon termination not followed by a full licence, Customer shall within two working days return to Roadie all copies of all or part of the Service or Supplementary Material on any tangible medium and shall completely delete all electronic copies of all or any part of the Service and/or the Information resident in the System or elsewhere. Customer will no longer be able to access or use the Service or the Supplementary Material.
4.1 Save for matters which may not be limited nor excluded by law, Roadie shall have no liability of any kind in any circumstances whatever to Customer in respect of the Service, Supplementary Material or Information. In particular, Roadie 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 during evaluation of the Service.
4.2 Save as set out explicitly elsewhere in this agreement, no representations, conditions, warranties or other terms of any kind are given in respect of the Service or the Information, and all statutory warranties and conditions are excluded to the fullest extent possible. The Service and Supplementary Material is provided on an ‘as-is’ basis.
4.3 In the event that Roadie shall be found liable to Customer, the sums payable to Customer in respect of such liability shall not in any circumstances exceed €500.
5.1 Roadie and its licensors own the Service, Supplementary Material, Information and all related documentation. 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, Supplementary Material or the Information other than its right to use under clause 3.1.
5.2 Ownership of all complete or partial copies of the Service, Supplementary Material and Information and related documentation shall at all times remain with Roadie or its licensors.
5.3 If a third party notifies Customer of any claim that the use of the Service, Supplementary Material or Information infringes any right of a third party, Customer agrees to immediately notify Roadie. If any such claim is made to Customer or Roadie, Customer shall, at Roadie’s request, immediately cease use of the Service, Supplementary Material and Information. If Roadie is unable to allow Customer to continue evaluation of the Service, the provisions of clause 3.2 shall apply.
5.4 Customer created plug-ins or other content introduced to the Service during the Trial Period remains the property of Customer and, where Customer has not opted to purchase a full licence to the Service, will be deleted at the end of the Retention Period in accordance with the terms of clause 6.3. Customer is responsible for maintaining its own back-ups or copies of any data or content introduced to the Service during the Trial Period. Customer must own or hold valid licences for all content introduced to the Service by Customer.
5.5 All rights not explicitly granted under this licence are reserved.
6.2 If Customer wishes to act as data controller for the Trial Period, with Roadie as data processor, please contact Roadie to request Roadie’s Data Processing Agreement.
6.3 Roadie will retain Customer’s data, including personal data, for a period of 12 months after the conclusion of the Trial Period, to enable the Customer to re-start the evaluation or convert to a full licence without re-entering the data from the evaluation (“Retention Period”). At the end of this Retention Period, where the Customer has not opted to purchase a full licence, Roadie will delete all Customer data on the Service. Roadie will not use the Customer’s data introduced to the Service during the Trial Period for any other purpose other than to facilitate re-start of evaluation or to convert Customer to a full licence. This clause overrides the terms of the Data Processing Agreement, if applicable.
Support is not provided to Customers accessing the Service for evaluation purposes under these licence terms.
8.1 No variation of this agreement shall be effective unless it is in writing and signed by or on behalf of both parties.
8.2 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Ireland. However, Roadie may enforce Customer’s obligation of confidence in the courts of any jurisdiction having competence to issue an injunction directly enforceable against Customer.