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Free Trial Terms and Conditions

This Free-Trial Subscription Agreement (this “Agreement”) contains terms and conditions that govern your acquisition of subscriptions to, and use of, the Free-Trial Services (as defined below), and is a contract between Tido, Inc., an Ontario corporation (“Tido”), and you or the entity or organization that you represent.

Your use of the Free-Trial Services, and entering into this Agreement, is either for your own use (you are the Customer, and you are able to enter into this Agreement) or on behalf of an entity or organization that you represent (the Customer is your organization, which you are entitled to legally bind to the terms of this Agreement).

  • Free-Trial Orders

This Agreement sets forth the terms pursuant to which Customer may access and use the Free-Trial Services. The Free-Trial Services will support Customer’s collection, monitoring, management and analysis of data generated by .

  • Access and Use
      1. Subject to the applicable Free-Trial Order and this Agreement, Customer can access and use the Free-Trial Services in accordance with the Documentation during the six month term beginning upon entering into this Agreement (“Free-Trial Term”) for Customer’s applications that the parties agree will be monitored by the Free-Trial Services (“Customer Applications” – not to exceed 20) for Customer’s internal business operations.
      2. Customer will be able to use the Free-Trial Services by establishing integrations or other connections to the Customer Applications (each, a “Connection”). By implementing a Connection to a Customer Application, Customer hereby grants to Tido the right, and is expressly instructing Tido, to access and interoperate with that Customer Application during the Free-Trial Term in order to provide and support the Free-Trial Services. Customer is responsible for complying with all applicable third-party terms, policies and licenses governing its access and use of Customer Applications and associated data (collectively, “Third-Party Terms”).
      3. Customer acknowledges that the Free-Trial Services will monitor the Customer Applications in parallel with the Customer’s current approach to monitoring such Customer Applications and Tido makes no representations about the performance of the Free-Trial Services in monitoring such Customer Applications.
      4. Through Customer’s configuration and use of Connections and Free-Trial Services, Customer has control over the types and amounts of data from Customer’s Applications that are submitted for processing by the Free-Trial Services (collectively, “Customer Data”). By submitting Customer Data to the Free-Trial Services, Customer hereby grants to Tido the right, and is expressly instructing Tido, to Process Customer Data during the Free-Trial Term in order to provide and support the Free-Trial Services and as otherwise provided in this Agreement.
      5. All rights granted by each Party to the other under this Section 2 are revocable (by Tido, including for convenience), limited, nonexclusive and, except as otherwise provided in this Agreement, non-transferable.
  • Support

Subject to this Agreement, Tido may, at its option, make support the Customer and a reasonable number of authorized users.

  • Security and Privacy

The Customer is responsible for all security and privacy matters relating to the Customer Data and implementing the Free-Trial Services. Tido prefers to have little or no access to personal data or health-related data.

  • Implementation and Onboarding
  1. Tido and the Customer will work together to implement and configure the Free-Trial Services for the Customer Applications. The Customer will, at its own expense, provide assistance as may reasonably be required by Tido – for example providing remote access, a virtual machine to deploy the Free-Trial Services, and sending a copy of health information data / interfaces as may be required. 
  2. Tido reserves the right to not implement the Free-Trial Services for the Customer, or alter the application Customer Applications, at its sole discretion – for example if doing so requires too much time or the Customer is not providing the required support or resources.
  • Customer Responsibilities and Restrictions
  1. Customer will be solely responsible for: (a) Customer’s Environment, including as necessary to enable authorized users’ access and use of the Free-Trial Services; (b) account data, Customer Data and customer credentials subject to Tido’s Processing obligations under this Agreement; (c) providing any required notices to, and receiving any required consents and authorizations from, Customer Application providers, authorized users and persons whose personal information or health information may be accessed or used by the Free-Trial Services.
  1. Customer shall not, directly or indirectly: (a) enable any person or entity other than to access and use the Free-Trial Services; (b) attempt to gain unauthorized access to any Free-Trial Service or its related systems or networks; (c) use any Free-Trial Service to access Tido intellectual property rights of any kind except as permitted under this Agreement; (d) modify, copy or create any derivative work based upon a Free-Trial Service or any portion, feature or function of a Free-Trial Service; (e) resell, distribute or otherwise make available any Free-Trial Service to any third party, including as part of a managed services offering; (f) except to the extent limited by applicable law, reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, the Free-Trial Services or access or use the Free-Trial Services or Documentation in order to (1) copy ideas, features, functions or graphics, (2) develop competing products or services, or (3) perform competitive analyses; (g) remove, obscure or alter any proprietary notice related to the Free-Trial Services; (h) send or store malicious code; (i) use or permit others to use the Free-Trial Services in violation of applicable law; or (j) use or permit others to use the Free-Trial Services.
  1. Tido reserves the right to investigate potential violations of the above provisions and can suspend authorized users or Customers suspected of the violation from accessing the Free-Trial Services for so long as is reasonably necessary to address the potential violation. Any such steps are at Tido’s discretion.
  • Ownership

Tido owns all right, title and interest in and to the Free-Trial Services, documentation and any feedback Customer provides, including in each case all associated intellectual property rights. Except for the rights expressly granted by one Party to the other in this Agreement, all rights are reserved by Tido.

  • Confidentiality

As used in this Agreement, “Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”). The Recipient shall not (a) use the Discloser’s Confidential Information for any purpose outside the scope of this Agreement without the Discloser’s prior written consent or (b) disclose the Discloser’s Confidential Information to any person or entity, except to the Recipient’s employees, agents, contractors and service providers who (i) are bound by non-use and non-disclosure obligations at least as protective as those contained in this Agreement and (ii) have a need to know the Confidential Information for the Recipient to exercise its rights or perform its obligations under this Agreement. 

  • Disclaimers and Limitations
      1. ALL FREE-TRIAL SERVICES, IMPLEMENTATION AND SUPPORT (IF ANY) AND ANY OTHER MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER PARTY MAKES ANY WARRANTY OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
      2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (a) IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR ASSOCIATED PARTIES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE FREE-TRIAL SERVICES; AND (b) IN NO EVENT SHALL TIDO’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED TWO HUNDRED CANADIAN DOLLARS, WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE EXCLUSIONS SHALL NOT APPLY TO CUSTOMER’S INDEMNIFICATION OBLIGATIONS.
  • Indemnification

Customer agrees to defend, indemnify and hold harmless Tido, its Affiliates and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, or liabilities relating to Customer’s breach of this Agreement, or relating to Customer’s data or Customer Applications.

  • Assignment

Customer may not assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without Tido’s prior written consent, and any purported assignment in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

  • Governing Law; Venue

Except to the extent the issue arising under this Agreement is governed by Ontario law and any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the courts located in Toronto, Ontario, and the parties expressly consent to personal jurisdiction and venue in those courts. 

  • Miscellaneous

Any waiver by either Party of any condition, term or provision of this Agreement shall not be construed as a waiver of any other condition, term or provision. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. 

  • Changes to this Agreement

Tido may modify this Agreement at any time by posting a revised version at https://tidoinc.com/free-trial-terms-and-conditions, which modifications will become effective when posted. If Customer objects to the updated Agreement, as its sole and exclusive remedy, Customer may choose to stop using the Free-Trial Services.