www.tricentis.com Open in urlscan Pro
2a04:4e42:600::645  Public Scan

Form analysis
2 forms found in the DOM

GET /

<form class="tricentis-search-form" action="/" method="get">
  <input type="hidden" name="lang" value="en"> <label class="tricentis-search-form__label">
    <span class="tricentis-search-form__label-text screen-reader-text">Search Tricentis</span>
    <input class="tricentis-search-form__input" type="text" name="s" autocomplete="off" placeholder="Search" value="">
  </label>
  <button class="tricentis-search-form__submit" type="submit" value="Search">
    <svg class="svg-inline--fa fa-search fa-w-16" aria-hidden="true" focusable="false" data-prefix="fas" data-icon="search" role="img" xmlns="http://www.w3.org/2000/svg" viewBox="0 0 512 512" data-fa-i2svg="">
      <path fill="currentColor"
        d="M505 442.7L405.3 343c-4.5-4.5-10.6-7-17-7H372c27.6-35.3 44-79.7 44-128C416 93.1 322.9 0 208 0S0 93.1 0 208s93.1 208 208 208c48.3 0 92.7-16.4 128-44v16.3c0 6.4 2.5 12.5 7 17l99.7 99.7c9.4 9.4 24.6 9.4 33.9 0l28.3-28.3c9.4-9.4 9.4-24.6.1-34zM208 336c-70.7 0-128-57.2-128-128 0-70.7 57.2-128 128-128 70.7 0 128 57.2 128 128 0 70.7-57.2 128-128 128z">
      </path>
    </svg><!-- <i class="fas fa-search"></i> Font Awesome fontawesome.com -->
  </button>
</form>

GET /

<form class="tricentis-search-form" action="/" method="get">
  <input type="hidden" name="lang" value="en"> <label class="tricentis-search-form__label">
    <span class="tricentis-search-form__label-text screen-reader-text">Search Tricentis</span>
    <input class="tricentis-search-form__input" type="text" name="s" autocomplete="off" placeholder="Search" value="">
  </label>
  <button class="tricentis-search-form__submit" type="submit" value="Search">
    <svg class="svg-inline--fa fa-search fa-w-16" aria-hidden="true" focusable="false" data-prefix="fas" data-icon="search" role="img" xmlns="http://www.w3.org/2000/svg" viewBox="0 0 512 512" data-fa-i2svg="">
      <path fill="currentColor"
        d="M505 442.7L405.3 343c-4.5-4.5-10.6-7-17-7H372c27.6-35.3 44-79.7 44-128C416 93.1 322.9 0 208 0S0 93.1 0 208s93.1 208 208 208c48.3 0 92.7-16.4 128-44v16.3c0 6.4 2.5 12.5 7 17l99.7 99.7c9.4 9.4 24.6 9.4 33.9 0l28.3-28.3c9.4-9.4 9.4-24.6.1-34zM208 336c-70.7 0-128-57.2-128-128 0-70.7 57.2-128 128-128 70.7 0 128 57.2 128 128 0 70.7-57.2 128-128 128z">
      </path>
    </svg><!-- <i class="fas fa-search"></i> Font Awesome fontawesome.com -->
  </button>
</form>

Text Content

 * Why Tricentis
 * Solutions
 * Products
 * Services
 * Customers
 * Resources

 * Partners
 * Contact


 * English

Demos & Trials
Open Menu
Search Tricentis

Open Menu Open Menu
 * Tricentis advantage
   * Speed
   * Savings
   * Customer stories
 * Company
   * Management team
   * Careers
   * Locations
 * Newsroom
   * Press releases
   * Awards & Recognition


 * By enterprise apps
   * SAP
   * Salesforce
   * ServiceNow
   * Snowflake
   * Oracle
   * Workday
 * By industry
   * Energy/Utilities
   * Financial services
   * Government
   * Healthcare
   * Technology
   * Telecom
 * By use case
   * Replace legacy tools
   * Cloud migration & delivery

View all solutions

Test Automation
 * Tricentis Tosca Intelligent test automation
 * Tricentis Data Integrity Data integrity testing
 * Tricentis Test Automation for ServiceNow
 * Tricentis Testim Custom web app testing

Performance Testing
 * Tricentis NeoLoad Performance testing

Test Management
 * Tricentis qTest Test management and analytics

Smart Impact Analysis
 * Tricentis LiveCompare Smart impact analysis

Digital Validation
 * Tricentis Vera Digital Validation for Life Sciences

Explore the platform

 * Customer Experience Our organization dedicated to ensuring, accelerating, and
   scaling your success
 * Consulting Services Leading, end-to-end professional services that leverage
   Tricentis’ proven methodologies and KPI frameworks
 * Customer Success From onboarding to advocacy and enablement, our Customer
   Success Management team is there for account support and strategic guidance.



 * All resources
 * Events
 * Education & Training
 * Blog
 * Transformation

See all resources
All resources
 * CIO Express
 * Conference highlights
 * Data sheets
 * Demo videos
 * eBooks
 * Guides & Insights
 * Podcast
 * Research & Reports
 * Webinars
 * White papers

Featured
Insights for CIOs

Transform testing from obstacle to opportunity.

Read more
Events
 * Accelerate
 * Virtual Summit
 * Upcoming webinars
 * Performance Advisory Council
 * Live demos

Featured
Check upcoming events

Explore upcoming events to join us virtually or in-person.

View upcoming events
Education & Training
 * Academy
 * On-demand training
 * Certifications
 * Academic Alliance
 * Basics of testing

Featured
Get Tricentis certified

Start your learning journey.

View courses
Blog
 * Company
 * Continuous testing
 * DevOps
 * Digital transformation
 * Product updates
 * SAP testing
 * Test automation

Transformation
 * Transformation Toolkit
 * Continuous Testing Maturity Assessment
 * Continuous Testing Framework
 * Business Value Calculator

Featured
Your transformation toolkit

Advance your enterprise testing strategy with our transformation toolkit.

Learn more

Search Tricentis
 * Why Tricentis
 * Solutions
 * Products
 * Services
 * Customers
 * Resources

 * Partners
 * Contact

 * English

Demos & Trials
Back
Why Tricentis
 * Tricentis advantage
 * Company
 * Newsroom

Solutions
 * By enterprise apps
 * By industry
 * By use case

Products
 * Test Automation
 * Performance Testing
 * Test Management
 * Smart Impact Analysis
 * Digital Validation

Services
 * Customer Experience
 * Consulting Services
 * Customer Success

Customers

Resources
 * All resources
 * Events
 * Education & Training
 * Blog
 * Transformation

Back
Tricentis advantage
 * Speed
 * Savings
 * Customer stories

Company
 * Management team
 * Careers
 * Locations

Newsroom
 * Press releases
 * Awards & Recognition

By enterprise apps
 * SAP
 * Salesforce
 * ServiceNow
 * Snowflake
 * Oracle
 * Workday

By industry
 * Energy/Utilities
 * Financial services
 * Government
 * Healthcare
 * Technology
 * Telecom

By use case
 * Replace legacy tools
 * Cloud migration & delivery

Test Automation
 * Tricentis Tosca
 * Tricentis Data Integrity
 * Tricentis Test Automation
 * Tricentis Testim

Performance Testing
 * Tricentis NeoLoad

Test Management
 * Tricentis qTest

Smart Impact Analysis
 * Tricentis LiveCompare

Digital Validation
 * Tricentis Vera

Customer Experience

Consulting Services

Customer Success

All resources
Featured
Insights for CIOs

Transform testing from obstacle to opportunity.

Read more
 * CIO Express
 * Conference highlights
 * Data sheets
 * Demo videos
 * eBooks
 * Guides & Insights
 * Podcast
 * Research & Reports
 * Webinars
 * White papers

Events
Featured
Check upcoming events

Explore upcoming events to join us virtually or in-person.

View upcoming events
 * Accelerate
 * Virtual Summit
 * Upcoming webinars
 * Performance Advisory Council
 * Live demos

Education & Training
Featured
Get Tricentis certified

Start your learning journey.

View courses
 * Academy
 * On-demand training
 * Certifications
 * Academic Alliance
 * Basics of testing

Blog
 * Company
 * Continuous testing
 * DevOps
 * Digital transformation
 * Product updates
 * SAP testing
 * Test automation

Transformation
Featured
Your transformation toolkit

Advance your enterprise testing strategy with our transformation toolkit.

Learn more
 * Transformation Toolkit
 * Continuous Testing Maturity Assessment
 * Continuous Testing Framework
 * Business Value Calculator

×


WELCOME!

Welcome! Neotys.com is now part of Tricentis.com. Here are some popular links
for NeoLoad to help you get to where you’re going.

Account Login→
Trial→
Documentation→
Downloads→
Support→
Academy→

Continue to Tricentis.com


TRICENTIS CUSTOMER CLICKWRAP LICENSE

Terms and Conditions

By accessing, browsing, clicking on an “accept” button, installing, copying, or
otherwise using the Product (as defined below) you on behalf of the company you
are using the Product for (the “Customer”) accept Tricentis Clickwrap License
Terms and Conditions (the “Agreement”) and you confirm that you have the legal
power and full authority to bind Customer on these terms. IF YOU DO NOT AGREE
WITH THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE PRODUCT.

1. SCOPE AND DEFINITION

1.1. Scope. These Tricentis Clickwrap License Terms and Conditions (V04-2021)
shall apply to the licensing of the Software as well as the provision of the
Platform Services if you have not entered into a valid written agreement with
Company regarding the use of the Product.

1.2. Definitions. Capitalized terms not otherwise defined shall have the meaning
set forth in this section.

1.2.1. “Affiliate” means any individual, corporation, partnership, or business
entity that controls, is controlled by, or is under common control by an entity
with an ownership of more than 50% of the voting shares.

1.2.2. “Company” means Tricentis GmbH, Leonard-Bernstein-Strasse 10, 1220
Vienna, Austria (if Customer is located in Europe, Middle East, Africa or India)
OR Tricentis APAC Pty. Ltd., Level 3, 2-12 Foveaux Street, Surry Hills NSW 2010,
Australia (if Customer is located in Australia or New Zealand) OR Tricentis USA
Corp., 2570 W El Camino Real, Suite 540, Mountain View, CA 94040, USA (if
Customer is located in North, South and Central America) Tricentis SGP Pte. Ltd,
1 Scotts Road, #21-10 Shaw Center, Singapore 228208 (if Customer is located in
Asia Pacific Countries, except Australia and New Zealand) OR Neotys S.A.S., 389,
avenue du Château de Jouques, 13420 Gémenos, France (for existing
Neotys-Customer except for India and North, South and Central America) OR Neotys
Software Products Pvt. Ltd., No 22 C/O Fintax Suhani Exports, 3 Rd Flr, Oxford
Palazzo Old Airport Rd, Rustambag, Bangalore, Karnataka – 560017 (for existing
Neotys-Customer located in India) OR Neotys USA Inc., 420 Bedford Street, Suite
310, Lexington, MA 02420 (for existing Neotys-Customer located in North, South
and Central America)

1.2.3. “Confidential Information” means any data or information that is
disclosed to one party (“Recipient”) by the other party (“Discloser”) and not
generally publicly available in whatever form, whenever and however disclosed,
including but not limited to the Product and Documentation, including all data,
code, techniques, algorithms, methods, logic, know-how, architecture, and
designs embodied or incorporated therein, client lists, information security
plans, business continuity plans, trade secrets and proprietary information,
personal identifiable data or any data or information which is either identified
as confidential, or which by its nature a reasonable business person would
consider to be proprietary or confidential.

1.2.4. “Customer” means the entity who licenses, subscribes or accesses the
Products, Documentation and Support (if applicable).

1.2.5. “Customer Material” means any work, material, content, code or data
provided to Company by Customer in connection with Customer’s use of, or
resulting from Customer’s use of, the Products.

1.2.6. “Customer System” means any system owned, operated, or managed by
Customer or its Affiliate on which the Software is installed, or which is
accessed and used for the Platform Services.

1.2.7. “Documentation” means Company’s standard written user documentation,
explanatory documents, notes and/or handbooks that describe the design,
functions, operation, or use of the Products as updated by Company from time to
time.

1.2.8. “Fee“ means any fees which Customer is required to pay in accordance with
this Agreement.

1.2.9. “Intellectual Property Rights” or “IP Rights” mean any worldwide common
law and statutory rights, whether arising under the applicable law or any other
state, country, jurisdiction, government, or public legal authority, associated
with (i) patents, utility models, and invention disclosures and applications
therefor, (ii) trade secrets, or proprietary information, (iii) copyrights; (iv)
trademarks and service marks, (v) industrial designs, (vi) all rights in
databases and data collections; (vii) all economic rights of authors and
inventors, however denominated, (viii) rights to apply for, file for, certify,
register, record, or perfect or any similar or equivalent rights to any of the
foregoing, provided those rights or applications for any of those rights ( where
such applications can be made) are capable of protection in the applicable
jurisdiction.

1.2.10. “Platform Services” mean any Software made available on a remote basis
by Company to Customer.

1.2.11. “Products” mean collectively the Software, the Platform Services,
provided by Company to Customer as identified on the software download page or
landing page or invitation message, or otherwise, provided to Customer by
Company under this Agreement.

1.2.12. “Software” means any software as standard computer program in executable
code, including its components as well as all available technology adapters.

1.2.13. “Support” means standard support services in connection with the
Software and/or the Platform Service provided in accordance with Company’s
Support plan and any applicable service level agreement.

1.2.14. “Term” means the duration of Customer’s rights to use or access the
Products including Support.

1.2.15. “Third-Party Software” means software not owned by Company and licensed
to or used by Customer, whether supplied by Company or a third party.

1.2.16. “User” means Customer’s or Customer’s Affiliate employees or contractors
for whom the use of Product and Documentation is licensed or subscribed for.

2. IP RIGHTS

2.1. Ownership. Company retains all rights, title, and interest, including all
IP Rights, in and to the Products and its Confidential Information and Customer
shall retain all rights, title, and interest in and to the Customer Systems,
Customer Materials and its Confidential Information. The Products are made
available on a limited license or access basis, and no ownership right is
conveyed to Customer, irrespective of the use of terms such as “purchase” or
“sale”. Customer may not remove, alter, or obscure any proprietary rights
notices contained in or affixed to the Products. Except for the rights expressly
granted in this Agreement, no license or right is granted to Customer by Company
by implication or otherwise.

2.2. Customer Material. For the sole purpose of providing the Products, Customer
hereby grants to Company and its Affiliates and subcontractors a worldwide, non
exclusive, revocable license to use Customer Materials during the Term. Customer
shall ensure that its use of the Products and all Customer Materials are at all
times compliant with applicable local, state, federal and international laws and
regulations.

2.3. Open Source Component. Customer acknowledges that certain software
components of the Product may be covered by open source licenses as promulgated
by the Open Source Initiative or by the Free Software Foundation. To the extent
required by such open source license, the terms of such license will apply to
such open source component in lieu of the relevant provisions of this Agreement.
If such open source license prohibits any of the restrictions in this Agreement,
such restrictions will not apply to respective open source component. Company
shall provide Customer with a list of open source components upon Customer’s
request.

2.4. Feedback. Customer or its Users may submit feedback while using the
Products. To the extent that Customer has the right, Customer assigns to Company
all right, title and interest in and to any IP Rights associated with any
suggestions, enhancement requests, communications, recommendations or other
advice (“Feedback”) that it or its Users provide to Company relating to the
Products or the Documentation for all possible uses by Company (including
adaptation, reproduction, editing, alteration, addition to and/or deletion from,
rearrangement, transposition, translation) and exploitation of the Feedback, and
otherwise agrees not to enforce, and otherwise waives to the fullest extent
legally possible, any rights that it or the User may have now or in the future
in respect of such Feedback.

2.5. Aggregated Data. Company may aggregate the metadata and usage data of
Customer or User collected or otherwise made available through the Products so
that the results are non-personally identifiable with respect to Customer or
User (“Aggregated Data”). The Aggregated Data will be deemed Company’s
Confidential Information, and Customer acknowledges that Company may use the
Aggregated Data, both during and after the Term, (i) for its own internal,
statistical analysis, (ii) to develop and improve the Products, and (iii) to
create and distribute reports and other materials regarding use of the Products.
For purposes of clarity, nothing in this section gives Company the right (or
ability) to publicly identify Customer as the source of any Aggregated Data.

3. PRODUCT USAGE

3.1. Usage Rights. Subject to payment by Customer of the Fees and subject to
continuous compliance with the Agreement, Company hereby grants to Customer a
limited, non-exclusive, non-transferable, non-sublicensable right to use the
Products by its Users in accordance with this Agreement and the Documentation
during the Term, solely for Customer’s internal business purposes. In case of
Software, Customer may install the Software on its Customer System.

3.2. Delivery. Company shall execute, perform or otherwise make available the
Software electronically and the Platform Services over the Internet and shall
deliver the applicable license keys and/or login instructions to the email
address(es) provided to Company. Customer is responsible for installation of any
downloadable Software, and Customer acknowledges that Company has no further
delivery obligation with respect to downloadable Software after delivery of the
license keys.

3.3. Restrictions. Customer shall not allow or assist any third party to and
shall be responsible for ensuring that its Users do not: (i) modify, adapt,
translate, create derivative works of, reverse engineer, decompile, disassemble,
reproduce or otherwise attempt to derive the source code of, any part of the
Products, any header files or class libraries contained in any part of the
Products or any underlying ideas, algorithms, file formats, except as permitted
by law, (ii) sell, resell, license, sublicense, distribute, transfer or provide
access to a third party, rent or lease any part or include the Products in a
service bureau or outsourcing offering, or otherwise encumber the Products with
any lien or grant or allow third parties the registration of a security
interest, time share or offer as a service, (iii) use the Products for the
benefit of any third party, publish or otherwise disclose to any third party any
results of any benchmark or other performance tests of the Products or publicly
disseminate information regarding the performance of the Products or incorporate
the Products or any part of it into a product or service provided to third
parties, (iv) remove, alter, or obscure any proprietary rights notices contained
in or affixed to the Products, (v) use the Products in any hazardous
environments requiring fail-safe performance, such as in the operation of
nuclear facilities, aircraft navigation, vehicles with autonomous driving
systems or communication systems, air traffic control, direct life support
machines, or weapons systems, in which the failure of products could lead
directly to death, personal injury, or severe physical or environmental damage,
(vi) interfere with any license key mechanism in the Products or otherwise
circumvent mechanisms in the Products intended to limit the scope of use or to
try to gain unauthorized access to or disrupt any service, device, data, account
or network, (vii) use the Products in a way prohibited by law, regulation,
governmental order or decree, or to violate the rights of others, and (viii) to
spam or distribute malware in a way that could harm the Products or impair
anyone else’s use of it.

3.4. Backup. Except for maintaining one archival copy of the Software for backup
purposes only, Customer shall not make copies of the Software. Nothing herein
shall limit or restrict Customer from providing Users with copies of the
Documentation for their internal business use, in connection with the license
granted in this section.

3.5. Support. Subject to the payment by Customer of the Fees (if any), Company
provides Customer with Support for the Software and/or the Platform Services
during the Term. If not otherwise stated, Gold Support Plan applies. Company may
also access Customer’s Platform Services account or instance or request access
to the Software in order to respond to support requests.

3.6. Usage Scope and Verification. Only Customer and its Users may access and
use the Products within the authorized scope and Customer is responsible for all
Users’ compliance in accordance with this Agreement. Without limiting the
foregoing, the Software and/or Platform Service may not be simultaneously
accessed or used by more than the quantities purchased by Customer. Upon
Company’s written request Customer shall provide to Company reasonable
assistance to verify Customer’s compliance with this Agreement. If Company
determines that Customer has exceeded its permitted scope of use, Company shall
notify Customer of its determination and (i) invoice Customer for additional
User licenses or subscriptions commensurate with Customer’s actual past use and
Customer shall pay Company’s invoice on receipt or (ii) require Customer to
immediately discontinue the unpermitted use and terminate Customer’s access to
and use of the Product.

3.7. Hosting Platform Provider. In order to provide the Platform Services,
Company uses third party Platform hosting providers. Company’s platform hosting
providers are identified in the applicable Platform Service infrastructure.
Company may change, discontinue or replace platform hosting providers from time
to time, provided there is no material change to, discontinuation or termination
of the Platform Service or applicable data protection and IT-security standards.

3.8. Third-Party Software. Customer is solely responsible for the installation,
maintenance, repair, use, and upgrade of Third-Party Software the Products are
used with. Company disclaims all warranties or statutory guarantees of any kind
with respect to such Third-Party Software.

3.9. Evaluation or Beta License. If Products and Documentation are provided to
Customer for evaluation, beta, or release candidate purposes, Company grants to
Customer a limited, nonexclusive, non-transferable evaluation license to use the
Products and Documentation solely for evaluation prior to purchase or
implementation (“Evaluation License”). The Evaluation License shall terminate
immediately upon notice from Company in its sole discretion. Notwithstanding any
other provision contained in this Agreement, the Products and Documentation
provided pursuant to an Evaluation License are provided to Customer “AS IS”
without indemnification, support, or warranty of any kind, express or implied,
unless otherwise required by law. Except the terms in this section conflict with
any other provisions of this Agreement, this section shall prevail for
Evaluation Licenses only.

4. FEES

4.1. Payment. Fees (if any) are due and payable thirty (30) days after
Customer’s receipt of an undisputed invoice. Invoices are deemed to be accepted
if not disputed in writing within ten (10) days after receipt. Customer shall
provide Company with accurate billing and contact information and notify Company
of any changes to such information. All Fees are provided for the Term and are
non-refundable and non-cancellable except as otherwise set forth herein. If
Customer fails to pay, Company shall be entitled, at its sole discretion, to:
(i) suspend provision of the Products until Customer fulfills its pending
obligations; (ii) charge Customer an interest rate in accordance with 4.3
(Interest) below; and/or (iii) terminate this Agreement. Should Company be
required to begin an action against Customer to collect any payment due,
Customer shall pay all costs of collection together with interest, and legal and
other administrative fees. If applicable, if Customer exceeds the license
capacity, in addition to Company’s other remedies, Customer will be charged
additional fees.

4.2. Fee Modification. The Fees are in consideration of the current version of
the Products and Customer acknowledges that it is not relying on future
availability of any Products beyond the current Term or any Product upgrades or
feature enhancements in consideration of the Fees paid for the Term. Upon the
renewal, Company reserves the right to modify the Fees payable by Customer upon
ninety (90) days’ prior the end of the current Term and written notice to
Customer.

4.3. Interest. If any sum payable under this Agreement is not paid when due,
without prejudice to Company’s other rights under this Agreement, that sum will
bear interest from the due date until the date when payment is received by
Company, both before and after any judgment at the rate of one and a half
percent (1.5%) per month, subject to the rate allowed by applicable law. In the
event Customer in good faith disputes any amount due under any invoice issued by
Company, Customer shall pay the undisputed amount, and the parties shall use
diligent efforts to resolve any such dispute.

4.4. Taxes. All payments, Fees, and other charges payable by Customer to Company
under this Agreement are exclusive of all sales, goods and services, value
added, property, excise, or any other taxes, levies, and assessments of any
jurisdiction. Customer shall bear all such taxes, levies, and assessments
imposed on Customer or Company arising out of this Agreement, excluding any tax
based on Company’s net income. If any deduction or withholding is required by
law to be made by Customer, the amount of Fees shall be increased to the amount
which, after making any deduction or withholding, leaves the amount equal to
Fees which would have been due if no deduction or withholding had been required.
Prior to any deduction or withholding, Customer shall inform Company about the
amount of such deduction or withholding and shall request from Company a tax
residency certificate, or any other documents required by law, to claim an
exemption from or reduction of any such deduction or withholding. Customer to
whom the deduction or withholding applies, shall pay to the relevant taxation
authority, or other authorities, as appropriate, the applicable amount of the
deduction or withholding, and furnish to Company all documents confirming such
deduction or withholding. These documents should include, to the extent
existing, any evidence necessary to ensure utilization of tax credit by Company.
Company will repay to Customer the portions of a gross-up amount which led to an
effective tax saving because of tax credit available to Company.

5. WARRANTY AND LIABILITY

5.1. Representation. Each party represents that it has validly entered into this
Agreement and has the legal power to do so.

5.2. Company warrants to Customer that (i) the Software will conform in all
material respects to the Documentation during the first six (6) months of this
Agreement, and/or (ii) the Platform Services will conform in all material
respects to the Documentation in effect during the Term. Notwithstanding any
provision of this Agreement to the contrary, Company shall not have any
obligation under this section to the extent a nonconformity of the Products are
the result of (a) the Products having been modified, repaired, or reworked by
any party other than Company or a third party on behalf of Company, (b) any use
of the Products in conjunction with another product or service not recommended
in the applicable Documentation, (c) any damage to the Products by power
failure, fire, explosion, or any act of God or other cause beyond Company’s
reasonable control, or (d) any use of or access to the Products not in
conformance with the Documentation. Warranty is fully excluded in cases of
Evaluation, Beta or free-of-charge (trial) use of the Products.

5.3. Remedy. If the Product does not conform to the warranty as provided in 5.2
(Warranty), Company will use commercially reasonable efforts to correct the
nonconformity causing the warranty failure in the Product provided the failure
can be recreated by the Customer or Company. Customer shall notify Company in
writing, specifically describing the non-conformity within the warranty period
and Company shall verify the existence of such non-conformity before Company
proceeds the correction. For any breach of 5.2 (Warranty), Customer’s sole and
exclusive remedy will be as described in this section.

5.4. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN 5.1 (WARRANTY) AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS ARE PROVIDED BY COMPANY
“AS IS”, AND NEITHER COMPANY NOR ITS THIRD-PARTY LICENSORS MAKE ANY OTHER
REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING
WARRANTIES ARISING UNDER STATUTE, USAGE, TRADE CUSTOM, ACCURACY, OR OUT OF
TITLE, COURSE OF DEALING, PERFORMANCE OR OTHERWISE. COMPANY DISCLAIMS ALL
WARRANTIES, REPRESENTATIONS, OR CONDITIONS RELATING TO THE PRODUCTS INCLUDING,
WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR ANY INTENDED OR PARTICULAR
PURPOSE. COMPANY DOES NOT GUARANTEE THAT THE PRODUCTS WILL BE FREE OF DEFECTS,
RUN ERROR-FREE OR UNINTERRUPTED OR MEET CUSTOMER’S REQUIREMENTS.

5.5. LIABILITY

5.5.1. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY OTHER
THAN SUBSECTION 5.5.2 BELOW AND TO THE EXTENT PERMITTED BY APPLICABLE LAW
REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, OR THE
NUMBER OF CLAIMS (I) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, FOR ANY
CONSEQUENTIAL SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, ANY LOSS OF
REVENUES OR PROFITS, LOSS OF GOODWILL, LOSS OF OR INACCURATE DATA, LOSS OF USE,
FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY
COST OF COVER ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) EACH PARTY’S AGGREGATE
LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO THE
FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER THAT IS THE SUBJECT OF SUCH CLAIM
WITHIN TWELVE (12) MONTHS PRECEEDING THE DATE OF THE CLAIM.

5.5.2. THE PROVISIONS OF SUBSECTION 5.5.1 SHALL NOT APPLY FOR A BREACH OF
SECTIONS 2.1 (OWNERSHIP), 3 (PRODUCT USAGE), 6 (INDEMNITY), 7 (CONFIDENTIALITY),
AMOUNTS OWED BY CUSTOMER, PERSONAL OR PROPERTY DAMAGE, INCLUDING DEATH, BODILY
INJURY OR DAMAGE TO HEALTH CAUSED INTENTIONALLY OR BY GROSS NEGLIGENCE.

5.5.3. THE PARTIES AGREE THAT THIS SECTION REFLECTS A REASONABLE ALLOCATION OF
RISK BETWEEN THE PARTIES IN LIGHT OF THE TERMS OF THIS AGREEMENT. THIS
LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY HEREUNDER.

6. INDEMNITY

6.1. By Company.

6.1.1. Company shall defend, or at Company’s option, settle, any claim, demand,
suit, or proceeding made or brought by a third party (“Claim”) against Customer,
its directors, employees, and agents by a third party alleging that the
authorized use of the Product in accordance with this Agreement infringes such
third party’s IP Rights and shall indemnify Customer from any costs, damages,
liabilities, losses, claim, demand, judgement or settlement and expenses
(including reasonable attorneys’ fees) finally awarded against Customer as a
result of, or for amounts paid by Customer under a court-approved settlement of
a Claim.

6.1.2. If Company receives notice of a Claim, Company may in its discretion and
at no cost to Customer (i) modify the Product so that it no longer infringes,
without breaching section 5.2 (Warranty), (ii) obtain a license for Customer’s
continued use of the Product in accordance with this Agreement, or (iii)
terminate this Agreement upon thirty (30) days’ written notice and refund
Customer as follows: (a) as it relates to perpetual software licenses, refund
the amount paid by Customer for the Software as depreciated on a straight line
basis over a five (5) year period, upon return or certified destruction of the
Software, (b) as it relates to subscription licenses, refund the prepaid but
unused subscription fee that corresponds to the period of license
discontinuation upon return or certified deinstallation of the Software or
discontinuation of the Platform Service.

6.1.3. The above obligations do not apply to the extent a Claim arises from: (i)
Customer Materials or Customer Systems, (ii) Customer’s material breach of this
Agreement, (iii) Customer’s use of the Product in combination with technology
not provided by Company, (iv) Company’s compliance with any requirements or
specifications set forth in Customer Materials, (v) Customer’s use of any
unsupported release of the Software, (vi) a Third-Party Software or (vii)
Customer’s failure to install any update provided by Company that would result
in total or partial avoidance of an alleged infringement.

6.2. By Customer. Customer shall defend, or at Customer’s option, settle any
Claim made or brought against Company, its directors, employees, Affiliates and
agents by a third party arising out of (i) Customer’s breach of its Product
usage rights, or (ii) Customer’s operation of the Customer Systems and/or use of
Customer Material, and shall indemnify Company from any and all costs, damages,
liabilities, losses, and expenses (including reasonable attorneys’ fees)
incurred by or awarded against Company as a result of, or for amounts paid by
Company under a court-approved settlement of a Claim. Customer’s obligations
under this section include claims arising out of the acts or omissions of its
Users and anyone who gains access to the Product as a result of Customer’s
failure to use reasonable security precautions, even if the acts or omissions
were not authorized by Customer.

6.3. Process. The obligations in this section 6 (Indemnity) apply only if (i)
the indemnified party promptly notifies the indemnifying party in writing of a
Claim, (ii) the indemnified party provides the indemnifying party with
reasonable assistance, at the indemnifying party’s reasonable and documented
expense, and (iii) the indemnified party provides the indemnifying party with
the exclusive right to control and the authority to settle a Claim, provided,
however, that the indemnifying party will not settle a Claim that admits fault
or liability of the indemnified party without the indemnified party’s prior
written consent (which shall not be unreasonably withheld) and (iv) the
indemnified party will have the right to participate in the matter at its own
expense.

6.4. Exclusive Remedy. This section states the indemnifying party’s sole
liability to, and the indemnified party’s exclusive remedy against, the other
party for relevant claims as described in this section.

7. CONFIDENTIAL INFORMATION

7.1. Confidentiality Obligations. Except as otherwise set forth in a separate
Non-Disclosure Agreement, during the Term and five (5) years thereafter, the
Recipient shall (i) use Confidential Information solely for performing its
obligations or exercising its rights under this Agreement, (ii) keep all
Confidential Information in strict confidence; and (iii) not disclose, cause or
permit disclosure of the Confidential Information to any third party, except as
permitted under this Agreement. Specifically, the Recipient shall limit
disclosure of any Confidential Information to its directors, officers,
employees, Affiliates, agents, or representatives (collectively
“Representatives”) that have a “need to know” in order to carry out the purpose
set forth above and ensure that such Representatives have signed an agreement
containing disclosure and use provisions similar to those set forth herein. The
Recipient shall be held responsible to the same standard of care as it applies
to its own confidential information, which shall not be less than reasonable
care. The Recipient is responsible for any breach of this Agreement by any of
its Representatives.

7.2. Exceptions. Confidential Information shall not include information that the
Recipient can demonstrate (i) was in the Recipient’s possession prior to
disclosure hereunder; (ii) is or becomes publicly available through no fault of
or failure to act by the Recipient in breach of this Agreement; (iii) was
rightfully known by the Recipient prior to disclosure of such information by the
Discloser to the Recipient; (iv) was independently developed by the Recipient
without any use of or access to the Confidential Information; and (v) is
required to be disclosed by a judicial or governmental order, and Discloser has
been given timely notice (if legally permissible) of such order so that
Discloser may seek an injunction or protective order. If only particular parts
or aspects of Confidential Information become subject to any of the foregoing
exceptions, all other portions or aspects shall remain subject to this
Agreement.

8. DATA PRIVACY AND IT-SECURITY

8.1. Personal Data. Each party warrants that it shall use, collect, store and/or
process personal identifiable data or personal information as defined under and
in accordance with any applicable privacy laws (“Personal Data“).

8.2. Data Collection. Each party acknowledges it is necessary for the
cooperation to exchange and allow the use of the other party’s contact
information relating to their respective Representatives for (i) invoicing,
billing and other business inquiries, (ii) contract and customer management and
(iii) order fulfilment and deliveries to Customer (“Contact Data”) and hereby
authorizes such exchange, use and processing of Contact Data by the receiving
party or its respective Affiliates. Each party agrees that it shall process
Contact Data as a controller (where this concept is under the applicable law),
in compliance with all applicable privacy laws and regulations and their
respective privacy policies and in a safe and secure manner preventing
unauthorized access, use or disclosure use of Contact Data only for the purposes
outlined herein.

8.3. Data Processing. It is under Customer’s sole discretion and Company has no
control over the nature, scope, or origin of, the data processed by the Products
and Customer shall have sole responsibility for the adequacy, relevancy,
accuracy, quality, and legality of it. Customer shall not use any Personal Data
in connection with, to input into and process while using the Products. In no
event shall Customer use sensitive Personal Data, such as information on health,
sexual orientation, political orientation, race, etc. Neither Party authorizes
any exchange, use or processing of other Personal Data (other than Contact
Data).

8.4. Credentials. Access credential for the Products may not be shared with
third parties or by and between Users or other Customer’s employees or
contractors. Customer shall ensure that all Users keep their user IDs and
passwords for the Product strictly confidential and not share such information
with any unauthorized persons. User IDs are granted to individual, named persons
and shall not be shared. Customer is responsible for all actions taken through
use of Customer accounts and passwords. Customer agrees to notify Company
immediately if Customer becomes aware of any unauthorized use of the Products.

8.5. Security. Each Party will use adequate contractual and technical mechanisms
to protect any data of the other party received by it. Customer acknowledges
that use of the Product necessarily involves transmission of Customer Material
over networks that are not owned, operated or controlled by Company, and Company
is not responsible for any Customer Material’s lost, altered, intercepted or
stored across such networks. Company cannot guarantee that its security
procedures will be error-free, that transmissions of Customer Material will
always be secure or that unauthorized third parties will never be able to defeat
Company security measures or those of Company‘s third-party hosting providers.
Customer is solely responsible for maintaining the security of its Customer
System. Company assumes no responsibility or liability for Customer Material.

9. TERM AND TERMINATION

9.1. Term. This Agreement shall remain in effect for the Term, unless terminated
earlier in writing pursuant to the terms of this section.

9.2. Termination for Breach. Either party may terminate this Agreement
immediately upon written notice to the other party, if the other party is in
material breach of this Agreement and fails to correct the breach within thirty
(30) days following written notice from the other party specifying the breach.
Notwithstanding anything to the contrary, Company may alternatively suspend use
of the Product, if Customer violates the Product usage restrictions or if any
undisputed sum payable under this Agreement is past due for longer than thirty
(30) days. Any use of the Products in breach of this Agreement or the
Documentation, that in Company’s reasonable judgment threatens the security,
integrity or availability of the Product, may result in immediate suspension of
Customer’s access to the Product. Company shall use commercially reasonable
efforts to provide Customer with prior written notice of any planned suspension
and an opportunity to remedy such violation or threat before the suspension
occurs.

9.3. Termination for Insolvency. Either party may terminate this Agreement
immediately upon written notice to the other party if the other party has a
receiver appointed, or an assignee for the benefit of creditors or in the event
of any insolvency or inability to pay debts as they become due by the other
party, except as may be prohibited by applicable laws.

9.4. Effect of Termination. Expiration or termination of this Agreement will not
relieve any party of its obligations to pay any amounts accrued or otherwise
owed under this Agreement. Upon termination or non-renewal of this Agreement,
all usage or access rights granted to Customer hereunder shall terminate and
Customer shall not use the Products, and Company shall have no further
obligation to provide the Products. Customer must remove any Customer Materials
in the Platform Services prior to termination. In addition, no later than ten
(10) calendar days after termination or non-renewal, each party shall return or
certify destruction of all Confidential Information in its possession or control
to the other party, if so requested. Any provision that is intended to continue
after termination shall not be affected by the termination of this Agreement.

10. MISCELLANEOUS

10.1. Notices. All notices shall be in writing and addressed to the office
location of the parties as indicated for the order or to such address as either
party may later provide in writing to the other party by certified or registered
mail, courier or email or through Customer’s account.

10.2. Publicity. For marketing and promotional purposes, Customer agrees that
Company may identify Customer in Company’s promotional, marketing or other
materials and refer to Customer by name, trade name and trademark as applicable.
Customer hereby grants to Company a license to use Customer’s name and
applicable trademarks in accordance with this section. Customer may withdraw its
consent and permission under this section at any time by notifying Company in
writing via the email address provided to Customer or its Customer’s account.

10.3. Injunctive Relief. Customer acknowledges and agrees that any breach of its
obligations with respect to Confidential Information and IP Rights may cause
substantial harm to Company that could not be remedied by payment of damages
alone. Accordingly, Company shall be entitled, in addition to any other rights
or remedies, to seek injunctive relief in any jurisdiction where damage may
occur.

10.4. Exports. Customer shall comply with all applicable export trade control
laws, rules, and regulations with respect to its use of the Product, including
but not limited to International Traffic in Arms Regulations of the U.S. State
Department, the Export Administration Regulations promulgated by the U.S.
Department of Commerce or sanction regulations of U.S. Treasury Department and
shall comply with all restrictions imposed pursuant thereto with respect to
complying with prohibitions of trade or transactions with persons or entities
whom or which may be sanctioned or blocked by virtue of being subject of an
order, directive, proclamation, regulation or otherwise listed as a blocked,
barred, suspended, sanctioned or prohibited person identified by such agencies
and departments. Without limiting the foregoing, Customer shall not export or
re-export all or any part of the Product without Company’s prior written consent
and license as may be required by the export trade control laws of the U.S.
Customer agrees to notify Company promptly if Customer or any User may be in
non-compliance with this section.

10.5. No Waiver. Company’s failure or delay in exercising any of its rights
shall not constitute a waiver of such rights unless expressly waived in writing.

10.6. Relationship. The parties are independent contractors, and nothing
contained in this Agreement shall be construed to constitute as agents,
partners, joint ventures, or otherwise as participants in a joint undertaking,
that would give a party the express or implied right, power or authority to
create any duty or obligation of the other party.

10.7. Force Majeure. Neither party shall be deemed to be in breach of any
provision of this Agreement for any failure (except for a failure to pay Fees)
resulting from acts or events beyond that party’s reasonable control, including
but not limited to (i) severe weather, power failure, fires, explosions,
earthquakes, drought, tidal waves and floods, (ii) war, hostilities, invasion,
act of foreign enemies, mobilization, requisition, or embargo, (iii) rebellion,
revolution, insurrection, or military or usurped power, or civil war, (iv)
contamination by radio-activity from any nuclear fuel, or from any nuclear waste
from the combustion of nuclear fuel, radio-active toxic explosive, or other
hazardous properties of any explosive nuclear assembly or nuclear component of
such assembly, (v) diminishment of power of telecommunications or data networks
or services, or refusal of a license by a government agency, (vi) riot,
commotion, strikes, go slows, lock outs or disorder, unless solely restricted to
employees of Company or its subcontractors. If any of such event has occurred,
the non-performing party shall (i) immediately notify the other party in writing
describing at a reasonable level of detail the circumstances causing such
default or delay and (b) be excused from further performance or observance of is
affected obligation(s) for as long as such circumstances prevail and such party
continues to use reasonable commercial efforts to recommence performance or
observance as soon as possible and to whatever extent possible without delay.

10.8. Assignment. Neither this Agreement nor any rights granted hereunder may be
assigned by Customer, without the prior written consent of Company, which
consent shall not be unreasonably withheld or delayed. The right of assignment
granted herein shall apply only to the business of Customer as it existed prior
to such assignment or sale. This Agreement shall inure to the benefit of the
parties’ permitted successors and assigns.

10.9. Severability. If any provision of this Agreement is held to be invalid or
unenforceable, such provision will be interpreted in a manner that best reflects
the parties’ intentions, and the remaining provisions of this Agreement will
remain in full force and effect.

10.10. Entire Agreement. This Agreement constitutes the entire agreement between
Company and Customer regarding the subject matter hereof and supersedes all
prior oral and written communications and shall be incorporated by way of
reference.

10.11. Law and Jurisdiction. For Tricentis GmbH and Neotys Software Products
Pvt. Ltd.: This Agreement will be governed by and construed in accordance with
the laws of Republic of Austria, without regard to its conflict of law
principles. Any disputes, actions, claims, or causes of action arising out of or
in connection with this Agreement or the Pre-Release Product will be subject to
the exclusive jurisdiction of the courts competent for the Inner District of
Vienna, Austria. For Neotys S.A.S: This Agreement will be governed by and
construed in accordance with the laws of France, without regard to its conflict
of law principles. Any disputes, actions, claims, or causes of action arising
out of or in connection with this Agreement or the Pre-Release Product will be
subject to the exclusive jurisdiction of the courts competent in Paris, France.
For Tricentis APAC Pty. Ltd.: This Agreement will be governed by and construed
in accordance with the laws of Australia, without regard to its conflict of law
principles. Any disputes, actions, claims, or causes of action arising out of or
in connection with this Agreement or the Pre-Release Product will be subject to
the exclusive jurisdiction of the courts located in Sydney, New South Wales. For
Tricentis USA Corp. and Neotys USA Inc.: This Agreement will be governed by and
construed in accordance with the laws of the State of California without regard
to its conflict of law principles. Any disputes, actions, claims, or causes of
action arising out of or in connection with this Agreement or the Pre-Release
Product will be subject to the exclusive jurisdiction of the state and federal
courts located in Santa Clara County, California. For Tricentis SGP Pte. Ltd:
This Agreement will be governed by and construed in accordance with the laws of
Singapore, without regard to its conflict of law principles. Any disputes,
actions, claims, or causes of action arising out of or in connection with this
Agreement or the Pre-Release Product will be subject to the exclusive
jurisdiction of the courts located in Singapore. The parties hereby disclaim and
exclude the application hereto of the United Nations Convention on Contracts for
the International Sale of Goods. This Agreement excludes the United Nations
Convention on Contracts for the International Sale of Goods. Notwithstanding the
foregoing, Company may bring a claim for equitable relief in any court with
proper jurisdiction.

10.12. Subsequent Arbitration. Only if this Agreement is applicable by parties
located in different countries and such countries have no bilateral treaty
regarding litigation and enforcement in place, each party consents to all
disputes arising out of or in connection with this Agreement shall be finally
settled under the Rules of Arbitration of the International Chamber of Commerce
by one or more arbitrators appointed in accordance with the said Rules and such
arbitration shall be final binding and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. The place
of arbitration shall be where the Company as specified in above is located, and
the arbitration language shall be English.

10.13. Ultimate U.S. Federal Government Provisions. If applicable, Company will
provide the Product, including related Documentation and technology for ultimate
federal government end use solely in accordance with the following: government
technical data and software rights related to the Product include only those
rights customarily provided to the public as defined in this Agreement. This
customary commercial license is provided in accordance with FAR 12.211
(Technical Data) and FAR 12.212 (Software) and, for Department of Defense
transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR
227.7202-3 (Rights in Commercial Computer Software or Computer Software
Documentation). If a government agency has a need for rights not granted under
these terms, it must negotiate with Company to determine if there are acceptable
terms for granting those rights, and a mutually acceptable written addendum
specifically granting those rights must be included in any applicable agreement
pursuant to the provisions and guidance set forth in FAR 27.405.3.

10.14. Australian Consumer Law. If applicable, nothing in this Agreement
excludes, restricts or modifies the application of the Australian Consumer Law
as set out in Schedule 2 of the Competition and Consumer Act 2010 of Australia
(“ACL”). To the fullest extent permitted by law, Company‘s liability for any
breach of a consumer guarantee implied by the ACL (and which cannot be excluded)
shall be limited to any one or more of the following (as determined by Company
in its absolute discretion) (i) in the case of goods, the replacement repair or
payment of the cost of replacement or repair of the goods, and (ii) in the case
of services, supplying the services again or payment of the cost of having the
services supplied again or for major failures with the service, Customer is
entitled to cancel this Agreement and to a refund for the unused portion, or to
compensation for its reduced value. Customer is also entitled to be compensated
for any other reasonably foreseeable loss or damage. If the failure does not
amount to a major failure, Customer is entitled to have problems with the
service rectified in a reasonable time and, if this is not done, to cancel this
Agreement and obtain a refund for the unused portion of services.

[END OF DOCUMENT]

 * Company
   * Newsroom
   * Careers
   * Management team
   * Partners
   * Security
   * Community projects
   * Locations
 * Support and Services
   * Tricentis Support Hub
   * Consulting
 * Resources
   * Customer stories
   * Events
   * Podcasts
   * eBooks
   * Guides
   * Webinars
   * White papers
   * Blog
 * Academy
   * Training events
   * On-demand training
   * Certifications
 * Contact us
   * Demos & Trials
   * Product support

FOLLOW US

 * Twitter
 * Facebook
 * LinkedIn

 * English

Get a demo or trial Send your testing into overdrive

Copyright ©2022 Tricentis. All Rights Reserved.

 * Do Not Sell My Personal Information
 * Privacy Policy
 * Legal Information
 * Terms & Conditions
 * Sitemap

 * English





By clicking “Accept All Cookies”, you agree to the storing of cookies on your
device to enhance site navigation, analyze site usage, and assist in our
marketing efforts.

Cookies Settings Accept All Cookies