1.1. TryDirect service is offered through the URL https://try.direct/ (the “Website”).
1.2. Subject to the terms and conditions in the Agreement, during the Agreement Term, TryDirect hereby grants you limited, non-exclusive, non-transferable, non-sublicensable, worldwide, and revocable rights to access and use the Services solely for your internal business purposes. You agree your subscription to access and use the Services is not contingent on delivery of any future functionality or features or the delivery of any other services.
In order to use our Service, you must 1) be at least eighteen (18) years old and able to enter into contracts; 2) complete the registration process; 3) agree to the terms and conditions set forth in the Agreement; and 4) provide true, complete, and up to date legal and contact information. If you sign up for TryDirect on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms on their behalf.
3. Agreement Term
The term of the Agreement (the “Agreement Term”) begins when you sign up for TryDirect or first use the Services and continues as long as you use the Services.
4. Account and Password
4.1. The Services are provided to Customer via a dedicated account on the Website, pursuant to which Customer will create a unique user-id and password.
4.2. You’re responsible for keeping your user-id and password confidential. You’re also responsible for any use of any account that you have access to, whether or not you authorized the use. You’ll immediately notify us of any unauthorized use of your accounts.
4.3. You are solely responsible for any losses, damages, fees or liability due to your lost, stolen, hacked or otherwise compromised user-ids and passwords.
4.4. We don’t have access to your current password, and for security reasons, we may only reset your password.
5. Fees, Payments and Refunds
5.1. We provide both free (“Free Trial Days”) and paid plans (e.g., Basic, Plus and Individual) Services. Free Trial Days and paid services are provided on per account basis.
5.2. All charges for the paid services (“Charges”) are posted on the Website, or otherwise set forth in the Agreement. You agree to pay for paid services according to these Terms. Charges paid by Customer are non-refundable.
5.3. The Services are a prepaid subscription service with monthly (30 days) or annual payments. Except to the extent otherwise set forth in an Order Form, the subscription automatically renews at the end of the paid period unless explicitly cancelled before the start of new billing period.
5.4. Monthly payments are due every 30 days starting from your first payment . In case of an unsuccessful charge to credit card, we’ll automatically suspend paid features of your plan until your payment can be processed.
5.5. As long as you’re using paid services, you’ll provide TryDirect’s third party payment processor with valid credit card information and authorize us to deduct the monthly charges against that credit card. You’ll replace the information for any credit card that expires with information for a different valid credit card. Anyone using a credit card represents and warrants that he or she is authorized to use that credit card, and that any and all charges may be billed to that credit card and won’t be rejected. If, for some reason, our third party payment processor is unable to process your credit card order, we’ll try to charge 3 more times in the next few days. Consecutive charge retries does not change and/or extend your monthly or annual renewal date.
5.6. We may introduce new or cancel existing paid services and features at any time and change pricing from time to time. You will be informed about any of the changes at least one month in advance via email and/or on our Website.
5.7. All prices for Services are calculated in USD and your credit card will be charged in USD .
5.8. You are responsible for any taxes imposed on the Services except in cases where legislation requires us to collect the taxes.
5.9. Reselling of the Services to third parties is permitted only if you sign a specific agreement with TryDirect.
6. Cancellations and Inactivity
6.1. Except as otherwise set forth in an Order Form, you or TryDirect may terminate this Agreement at any time and for any reason by giving Notice to the other party. Termination of the agreement means that you will lose access to your account. You have to explicitly cancel your subscription to paid services on the Website or by writing to email@example.com before the next payment date or your subscription will auto renew and you will be charged your next subscription fee. In case of auto renewal, all paid services will be provided to you for the next month.
6.2. We may at any time terminate the Agreement if (a) you have breached any provision of these Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with these Terms); (b) we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (c) the provision of the Services to you by us is, in our opinion, no longer commercially viable; or (d) we have elected to discontinue the Services (or any part thereof).
6.3. Once terminated, we may permanently delete your account and all the data associated with it.
6.4. If you do not log in to your account for 4 or more months, we may treat your account as “inactive” and permanently delete the account and all the data associated with it.
6.5. If TryDirect terminates this Agreement because you breached this Agreement or any applicable laws, no refund will be issued.
6.6. TryDirect may charge an account reactivation fee should an account need to be reactivated by a customer after an account has become de-activated due to breach of this Agreement and/or long period of inactivity.
7.1. Unless we expressly agree otherwise in the Agreement, all Developments, the Services, and all intellectual property rights associated with the Developments and Services, are the sole and exclusive property of TryDirect. Subject to your full and complete payment of all amounts due to TryDirect therefor, to the extent TryDirect provides you or your end users with visual, textual, and/or interactive works or materials, in any form, as part of the Services (individually and collectively, the “TryDirect Content”), TryDirect grants you a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, limited license to use the TryDirect Content solely in connection with your use of the Services. You agree not to use, copy, remove, publish, distribute, perform or display any TryDirect Content, or any portion thereof, in any other context or website or in connection with any other service. Except for the license granted in this Section 7.1, this is an agreement for services and you are not granted any licenses under the Agreement. You will not take any actions inconsistent with our ownership of each of our rights in the Software and the TryDirect Content.
7.2. In connection with the rights and licenses granted by TryDirect under the Agreement, TryDirect may provide you with user manuals, reference manuals, (collectively, the “Documentation”). TryDirect is the sole and exclusive owner of all right, title and interest in and to the Documentation and all of the intellectual property rights associated with the Documentation.
7.3. You agree you will not, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, Documentation, TryDirect Content or data related to the Services; (ii) remove any proprietary notices or labels from the Services or any Software; reproduce or copy the Software or the Services or any part thereof; (iii) modify, translate, or create derivative works based on the Services or any Developments; (iv) copy, sell, license, sublicense, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services, the TryDirect Content, or any Developments; (v) create any derivative product from any of the foregoing; (vi) without our express written permission, introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Services; (vii) perform or publish any performance or benchmark tests or analyses relating to the Services or the use thereof; (viii) upload, link to or post any portion of the Software and/or the TryDirect Content on a bulletin board, intranet, extranet or website; (ix) use or distribute the Software and/or the TryDirect Content in violation of any applicable laws, regulations or export restrictions; (x) possess or use the Developments in any format other than machine-readable format; (xi) use the licenses and rights granted under the Agreement to design, develop or distribute a commercial product or service that competes with the Services; (xii) circumvent or attempt to circumvent any technological measures designed to enforce certain limitations or instructions with respect to your use of the Services; (xiii) use the Services to send or store infringing, obscene, threatening, harassing, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; or (xiv) allow third parties to gain access to the Services or to otherwise use the Services in any manner other than as expressly permitted in this Agreement. TryDirect reserves all rights in the Services not explicitly granted herein. If Customer uses the Services in any country within the European Union, the prohibitions set forth herein will not affect Customer’s rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.
7.4. You acknowledge and agree that the Services, the Developments, the Company names and logos and all related product and service names, design marks and slogans, and all other material comprising the Software or the Services, are the property of the Company or its affiliates or suppliers (collectively, the “Marks”). Unless stated otherwise, all Marks are protected as the copyright, trade dress, trademarks and/ or other intellectual properties are owned by TryDirect or by other parties that have licensed their material to TryDirect. You are not authorized to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of TryDirect. Your use of the Services confers no title or ownership in the Services, the Developments or the Marks and is not a sale of any rights in the Services, the Software or the Marks. All ownership rights remain in TryDirect or its third party suppliers, as the case may be.
7.5. You acknowledge and agree that any comments, ideas and/or reports provided to TryDirect (“Feedback”) shall be the property of TryDirect and you hereby irrevocably transfer and assign to TryDirect such Feedback, and all associated intellectual property rights, provided however that you shall be free to use such Feedback in the ordinary conduct of your business.
8.1. In using the Services, you may provide information (such as name, contact information, or other registration information) to TryDirect. TryDirect may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Services, or to communicate separately with you.
10.2. From time to time down-time, either scheduled or unscheduled, may occur. TryDirect will work within reason to ensure this amount of down-time is limited. TryDirect will not be held liable for the consequences of any down-time.
10.3. TryDirect cannot guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used. You assume all risk of use of all files associated with the Services, and you release TryDirect entirely of all responsibility for any consequences of its use.
11. Limitation of Liability
11.1. To the maximum extent permitted by law, TryDirect accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Web Site or any information contained therein. Users should be aware that they use the Web Site and its Content at their own risk.
11.2. Nothing in these terms and conditions excludes or restricts TryDirect’s liability for death or personal injury resulting from any negligence or fraud on the part of TryDirect.
11.3. Every effort has been made to ensure that these terms and conditions adhere strictly with the relevant legal provisions. However, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
12. No Waiver
In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
13. Previous Terms and Conditions
In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.
All notices / communications shall be given to us either by post to our Premises (see address above) or by email to firstname.lastname@example.org. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
15. Law and Jurisdiction
These terms and conditions and the relationship between you and TryDirect shall be governed by and construed in accordance with the Law of Moldova and TryDirect and you agree to submit to the exclusive jurisdiction of the Courts of Chisinau.