Page 66 of 69
all laws and regulations applicable to its business and use of Product and with any terms and
conditions imposed by cloud services providers, to the extent applicable.
5. Price and Payment Terms. Company agrees to compensate CoreTigo for the Evaluation in the
amount as set forth in the quotation attached hereto and/or associated and referencing this
Agreement, which shall be paid prior to and as a contingent of the delivery of the Product. The
foregoing payment shall be made free and clear of, and without reduction for sales, use, value
added, excise, withholding or similar tax, which shall be at the sole responsibility of Company.
6. Title and Ownership. The Product is a valuable trade secret of CoreTigo and any disclosure or
unauthorized use thereof will cause irreparable harm and loss to CoreTigo. All right, title, and
interest in and to the Product, any derivatives thereof and modifications thereto, including
associated intellectual property rights (including, without limitation, patents, copyrights, trade
secrets, trademarks, etc.), evidenced by or embodied in and/or attached/connected/related to the
Product, are and will remain with CoreTigo. To dispel any doubt, the results of the Evaluation
shall be considered CoreTigo’s Confidential Information (as defined hereunder). This Agreement
does not convey to Company an interest in or to the Product, but only a limited revocable right of
use in accordance with the terms herein. Nothing in this Agreement constitutes a waiver of
CoreTigo’s intellectual property rights under any law.
7. Suggestions and Feedback. It is understood that Company may, at its sole discretion, provide
CoreTigo with suggestions and/or comments with respect to the Product (“Feedback”). Company
represents that it is free to do so and that it shall not provide CoreTigo with Feedback that
infringes upon third parties’ intellectual property rights. Company further acknowledges that
notwithstanding anything herein to the contrary, any and all rights, including intellectual property
rights in such Feedback shall belong exclusively to CoreTigo and that such shall be considered
CoreTigo’s Confidential Information. It is further understood that use of Feedback, if any, may be
made by CoreTigo at its sole discretion, and that CoreTigo in no way shall be obliged to make
use of any kind of the Feedback or part thereof.
8. Content. Company shall be solely responsible for any content and data used or optimized by
Company by means of the Product.
UNDER NO CIRCUMSTANCES WHATSOEVER WILL CORETIGO BE LIABLE IN ANY WAY FOR ANY
CONTENT AND/OR DATA INCLUDING, WITHOUT LIMITATION, FOR ANY ERRORS OR OMISSIONS
IN ANY CONTENT AND/OR DATA, OR FOR ANY INFRINGEMENT OF THIRD PARTY’S RIGHT, LOSS
OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE CONTENT, DATA
AND/OR THE PRODUCT.
9. Support. During the Evaluation Period, CoreTigo shall make reasonable efforts to provide
Company assistance via telephone, facsimile, or email to answer any questions or concerns
relating to the Product. Such assistance shall be provided at no charge to Company.
10. Warranty Disclaimer.
COMPANY ACKNOWLEDGES THAT THE PRODUCT IS PROVIDED “AS IS”, AND CORETIGO
DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTIES’
RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS.
11. High Risk Activities. Company hereby acknowledges that the Product is not fault tolerant and is
not designed, manufactured or intended for use or resale as on-line control equipment in
hazardous or high risk environments and activities requiring fail-safe performance (such as in the
operation of nuclear facilities, aircraft navigation or communication systems, air traffic control,
To Next Page
Loading...
Need help?
General