VOSS Management as a Service - Trial Product Agreement
TERMS AND CONDITIONS
This is an agreement between VISIONOSS LIMITED (UK Registration No. 04672443) (“VOSS”) and End User, hereinafter referred to as the “Parties”.
1. ACCEPTANCE OF TERMS AND CONDITIONS
1.1. The End User hereby appoints VOSS to provide the Trial Product and VOSS accepts the appointment, subject to this cover sheet ("the cover sheet"), the terms attached, and other annexures which is/are and/or may from time to time, subject to prior agreement between the parties, be annexed hereto, (the “Agreement”).
1.2. Evaluation Term: 60 (sixty) days from acceptance of this Agreement by the End User unless otherwise agreed between the parties in writing.
1.3. NO CHANGES TO THIS AGREEMENT SHALL BE VALID, UNLESS SUCH CHANGE HAS BEEN APPROVED BY AN AUTHORISED REPRESENTATIVE OF VOSS.
1.4. BY CLICKING ACCEPT THE END USER ACCEPTS THIS AGREEMENT. IF THE END USER DOES NOT ACCEPT THIS AGREEMENT DO NOT CONTINUE TO USE THE TRIAL PRODUCT.
2.1. VisionOSS Limited and/or its affiliates (“VOSS”) is willing to license the Trial Product (as set out in the cover page) to the End User solely for evaluation purposes only on the condition that the End User accept all of the terms and conditions of this Agreement.
3.1. Grant of License: Subject to the terms of this Agreement, VOSS grants to the End User during the Evaluation Term (as set out in the cover page), a non-transferable, non-assignable and non-exclusive, revocable license to use the Trial Product solely for the End User’s internal evaluation of the Trial Product. The End User may only grant access to the Trial Product to the End User’s employees, contractors, agents or consultants who have entered into a confidentiality agreement with the End User that contains terms and conditions no less onerous than those contained herein. The End User agrees that any breach by any employee, contractor, agent or consultant of their obligations under such confidentiality agreement will also constitute a breach by the End User of this Agreement.
3.2. License Restrictions: The End User agrees this license is granted solely for the purpose of the End User’s evaluation of the Trial Product and further agrees that the End User will not (and will not allow any third party to): (i) decompile, disassemble, or otherwise reverse engineer the Trial Product or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Trial Product by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) distribute, sell, sublicense, rent, lease or use the Trial Product (or any portion thereof) for time sharing, hosting, service provider or other computer services to third parties or otherwise make the functionality of the Trial Product available to third parties; (iii) remove or in any manner alter any product identification, proprietary, trademark, copyright or other notices contained in the Trial Product; (iv) reproduce or modify any part of the Trial Product, create a derivative work of any part of the Trial Product or incorporate the Trial Product into or with other products, except to the extent expressly authorized in writing by VOSS; (v) make any commercial use of the Trial Product; or (vii) use or copy the Trial Product, in whole or in part, except as expressly allowed for in terms of this Agreement.
4. TITLE, OWNERSHIP AND PROPRIETARY RIGHTS
4.1. All right, title and interest in and to each Party’s intellectual property vests in that Party, and nothing in this Agreement transfers ownership of either Party’s intellectual property to the other Party.
5.1. The End User shall defend, indemnify and hold harmless VOSS and its officers, directors, employees or agents from and against any and all claims, suits, actions or proceedings of any nature arising out of or in connection with a breach by the End User of the provisions of this Agreement.
6. LIMITATIONS OF LIABILITY
6.1. The End User acknowledges and agrees by entering into this Agreement that VOSS will not be liable with respect to, or responsible for, any subject matter of this Agreement under any legal theory, including, without limitation, contract, negligence, strict liability or other theory, (i) for loss or inaccuracy of data or cost of procurement of substitute goods, services or technology, or (ii) for any incidental, consequential, punitive or special damages, even if advised of the possibility of such damages.
6.2. In no event will VOSS’s aggregate cumulative liability for any and all claims arising out of or related to this Agreement exceed those amounts paid by the End User to VOSS in terms of the Agreement for the evaluation of the Trial Product in terms of this Agreement.
7. DISCLAIMER OF WARRANTIES
7.1. The Trial Product is provided to the End User “as is” and any use by the End User during the Evaluation Term will be at the End User’s sole risk. VOSS and its suppliers make no representations or warranties of any kind, express or implied, with respect to the Trial Product including, without limitation, any implied warranties of merchantability, title, fitness for a particular purpose, informational content, system integration, enjoyment, non-infringement or any other warranties arising out of course of dealing, usage or trade.
8. TERM AND TERMINATION
8.1. This Agreement shall be effective for the Evaluation Term (as set out in the cover page) and shall automatically terminate at the end of the Evaluation Term unless extended by mutual agreement in writing.
8.2. VOSS may terminate this Agreement immediately for convenience and without liability.
8.3. This Agreement will immediately terminate upon the End User’s breach of this Agreement. Upon the expiration, cancellation or termination of this Agreement for any reason, (i) all licenses granted under this Agreement will cease, and (ii) the End User will immediately return any and all copies of the Trial Product and data obtained in terms of this Agreement to VOSS and destroy or erase any intangible copies of the Trial Product. VOSS shall be entitled to assess the End User’s compliance with this clause and obtain a certificate to confirm compliance. These remedies will be cumulative and in addition to any other remedies available to VOSS.
9. CONFIDENTIAL INFORMATION
9.1. Each Party’s confidential information (including (without limitation) any personal information) will be protected and only used or disclosed, as agreed to between the parties, or for the performance or implementation of the Agreement and in any event subject to, and only to the extent required or permitted by, applicable law or a regulatory authority.
10. PERSONAL INFORMATION AND DATA PROTECTION
10.1. Each Party undertakes to use its reasonable endeavours to procure that all of its data operators, agents and contractors comply with applicable data protection law in connection with the performance of its obligations and exercise of its rights under this Agreement.
10.2. The End User warrants that where the End User have or will provide information and/or data, or access to information or data, including personal information, it has obtained the required permissions and consents to the extent necessary and in compliance with the provisions of applicable legislation relating to data protection to enable it to lawfully provide such information or data, including personal information, to VOSS.
10.3. Where one Party (the “Data Processor”) processes personal data on behalf of the other Party or its affiliates (the “Data Controller”), the Data Controller shall be responsible for complying with the conditions for the lawful processing of such personal data and shall determine the purposes for and the manner in which the personal data are processed and the Data Processor shall only process those Personal Information in accordance with the Data Controller’s instructions (and all processing in accordance with this Agreement shall be deemed to be on the instructions of the applicable Data Controller).
10.4. Each Party shall (and shall ensure that any of its data processors or operators shall) take appropriate technical and organisational security measures to ensure the integrity and confidentiality of all personal information against unauthorised or unlawful processing of any personal information supplied to it by the other Party and against accidental loss or destruction of, or damage to, that personal information in accordance with the requirements of applicable data protection legislation.
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