This Software as a Service Evaluation Agreement (“Agreement”) sets forth the legal terms and conditions between Ellie Technologies Inc. (“Company”) and You (“You”, “Customer”) together referred to as Parties. If You do not accept the terms of this Agreement, then You should click “Cancel” at which point You will not be given access to the service. By clicking “I Accept” you acknowledge that You are authorized to accept and agree to the terms of this Agreement and You intend to enter into and be bound by the terms of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to the terms of and conditions of this Agreement and “You” and “Customer” as used in this Agreement shall refer to such Entity. If you click “I Accept” You will be granted access to the Service and this Agreement will be effective immediately (“Effective Date”).
2. Right to Use the Service
Subject to the Customer’s compliance with the terms and conditions of this Agreement the Company grants the Customer a 60-day, non-exclusive, non-transferable, and non-assignable right to access and use the Service consisting of Ellie modeling tool and any associated materials at account.ellie.ai where “account” is the Customer’s user account for the Service.
This right is limited to the Customer’s internal evaluation purposes. The Customer shall not itself or authorize third parties to (a) reverse engineer, decompile, decrypt or in any other way attempt to derive any source code from the Service, (b) modify, adapt or in any other way create derivative works or adaptations of the Service, (c) resell, rent, lease, distribute, license, display, host, transfer or in any other way provide or share any part of the Service to third parties unless expressly authorized in this Agreement, (d) access, hack or break into the Service in any other way than those defined in the accompanying documentation, (e) store into the Service any illegal, tortious or infringing material or (f) disrupt the performance or integrity of the Service by overloading, over accessing or otherwise intentionally or with gross negligence attacking it.
There are no fees associated with the use of the Service by the Customer under this evaluation Agreement.
4. Service Level
The Company aims to keep the Service available for the Customer’s use without interruptions. The Company shall have the right to suspend the delivery of the Service for a reasonable duration if this is necessary in order to perform installation, changes, or maintenance work in respect of the Service, and such installation, changes, or maintenance work cannot be performed at a reasonable cost without suspension of the Service. The Company intends to inform the Customer of scheduled maintenance interruptions in a reasonable time beforehand.
5. Intellectual Property Rights
The Company owns and retains rights, title, and interest in any intellectual property rights, including copyrights, trademarks, patentable inventions, and other technology, (a) to the Service and related software, (b) all improvements, modifications, enhancements to the Service and related software, and (c) anything developed or delivered under this Agreement.
6. Customer Data
The Customer owns all right, title, and interest in and to any data entered, uploaded, or otherwise used with the Service (“Customer Data”).
Notwithstanding anything to the contrary and in accordance with the applicable laws, the Company has the right to collect and analyze Customer Data and other information relating to the provision, use, and performance of the Service to (a) improve and enhance the Service and for other development and support purposes and (b) disclose such data or information about it solely in aggregate or other unidentified form in connection with its business.
7. Term and Renewal
This Agreement is valid for 60 days from the Effective Date.
The Company can terminate this Agreement effective immediately without notice if the Customer is in material breach of any terms herein. The Customer can terminate this Agreement at any time effective immediately by giving the Company written notice.
The terms of this Agreement are confidential and are not to be disclosed to third parties.
9. No Warranty
The Service is provided on an “as-is” and “as-available” basis, and the Company will not give the Customer any warranty or guarantee, express or implied, for the Service, including but without limitation to warranties of merchantability, fitness for any particular purpose, performance, or non-infringement. The Parties expressly note that the Service is not designed to be error-free or uninterrupted and therefore they are neither intended nor fit for purposes that require fail-safe performance.
To the full extent permitted by law, the Company excludes any and all liability in respect of loss or damage, whether personal (including death or illness) or of property and whether direct, consequential, or special (including consequential financial loss or damage) of the Partner, its officers, agents, and employees or any third party however caused, which may be suffered or incurred or which may arise directly or indirectly out of the Partner's use or inability to use the Service, whether or not for the purpose, or the failure or omission on the part of Company to comply with the conditions of this Partner.
11. Entire Agreement
This Agreement comprises the entire agreement between the Parties regarding the subject matter of the Agreement and supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the Parties relating to the subject matter of the Agreement.
12. Notices and Amendments
All notices permitted or required under this Agreement, and all changes and amendments to this Agreement shall be in writing. Electronic delivery via email is accepted.
13. Governing Laws and Disputes
This Agreement is governed by the laws of Finland.
Any dispute, controversy, or claim arising out of the agreement shall be resolved in the district court of Helsinki.