weavix™ Evaluation and Proof of Concept Terms & Conditions
THESE TERMS AND CONDITIONS (“TERMS”) GOVERN YOUR (“CUSTOMER”) USE OF SOFTWARE, HARDWARE, APPLICATION PROGRAMMING INTERFACES, AND/OR SOFTWARE-AS-A-SERVICE OFFERINGS (“WEAVIX™ OFFERINGS”) PROVIDED BY WEAVIX, INC. (“WEAVIX™”) DURING AN EVALUATION AND/OR PROOF OF CONCEPT (“EVALUATION”). BY ENGAGING IN AN EVALUATION, YOU AGREE TO THESE TERMS AND YOU REPRESENT AND WARRANT YOUR FULL AUTHORITY TO FULLY COMPLY WITH THESE TERMS ON BEHALF OF THE CUSTOMER AS LICENSEE. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT USE ANY WEAVIX™ OFFERING AND ANY ACCOMPANYING TEST ACCOUNT. UNLESS OTHERWISE AGREED BY WEAVIX™ IN WRITING, THE WEAVIX™ OFFERINGS PROVIDED HEREUNDER ARE FOR USE IN A NON-PRODUCTION ENVIRONMENT ONLY.
During the Term, subject to Customer’s compliance with these Terms and for evaluation purposes only, WEAVIX™ grants Customer a temporary, revocable, non-exclusive license to use the WEAVIX™ Offerings, and related documentation as provided by WEAVIX™ to Customer (“Documentation”). This license does not include any rights to copy, alter, modify, reverse engineer, decompile, disassemble, make derivative works, rent, lease, disclose, sublicense, or otherwise transfer the WEAVIX™ Offerings, related Documentation, or other proprietary information of WEAVIX™. Notwithstanding the foregoing sentence, if Customer is an authorized WEAVIX™ reseller or distributor, Customer may sublicense those rights granted herein to an end customer or prospective end customer of Customer, without any right of further sublicense, and provide the WEAVIX™ Offerings or provide access to a Test Account, if applicable, to such sublicensee for evaluation purposes and then only as permitted herein. Customer shall cause the sublicensee to agree to terms sustainably similar to these Terms. Provided, however, Customer shall be fully liable for sublicensee’s compliance with these Terms and any conduct of sublicensee while access to the WEAVIX™ Offerings and/or Test Account is active.
The WEAVIX™ Offerings, the related Documentation, and all authorized copies thereof, shall remain the exclusive property of WEAVIX™, and shall not be used in any way other than as allowed by these Terms, and shall not be disclosed to any third party. Customer shall bear the risk of loss of the WEAVIX™ Offerings while in its possession, or in the possession of any permitted sublicensee, and shall be liable to WEAVIX™ therefor. Customer acknowledges that, as between WEAVIX™ and Customer, the WEAVIX™ Offerings and related Documentation and all Intellectual Property Rights with respect thereto, are and will always be the property of WEAVIX™, even if Feedback is incorporated into current or subsequent versions of the WEAVIX™ Offerings or related Documentation. As used herein, “Intellectual Property Rights” means worldwide common law and statutory rights associated with (a) patents and patent applications; (b) works of authorship, including mask work rights, copyrights, copyright applications, copyright registrations and “moral” rights; (c) the protection of trade and industrial secrets and confidential information; (d) all rights to registered and common law trademarks, trade names, trade dress, and service marks; and (e) other proprietary rights relating to intangible intellectual property (including but not limited to designs, design rights, source codes, proprietary material, know-how, ideas, concepts, methods, techniques, rights in databases and all other intellectual property rights and rights of a similar character whether registered or capable of registration).
Use of any WEAVIX™ Offering via a SaaS test account or temporary hosted environment managed by WEAVIX™ (“Test Account”) is strictly limited to internal activities necessary to use and test the WEAVIX™ Offerings. Customer is not permitted to use the Test Account for any other purpose without the express written permission of WEAVIX™ . Customer shall not permit any use of or access to the Test Account, or
any component thereof, by any third party or operate the Test Account on behalf of or for the benefit of any third party, except as permitted by Section 1. Unless otherwise expressly agreed by WEAVIX™ in writing, the Test Account should never be used for storing confidential information, personal or sensitive data, or any key material of any kind. WEAVIX™ provides no warranty or guarantee with respect to the durability or integrity of items stored in the Test Account and any such information, functionality and/or services may be cleared by WEAVIX™ periodically without advance warning. Accounts cannot be converted to production usage during the Evaluation under any circumstances. In WEAVIX™’s sole discretion, the Test Account may be subject to limitations, including, but not limited to (i) number of instances; (ii) number of users and groups; (iii) disk and service storage space limitations; and/or (iv) rate limits or throttling on calls to WEAVIX™ application program interfaces. WEAVIX™ reserves the right to suspend access to the Test Account at any time.
Support is provided on an as-available basis and is not guaranteed. Access the WEAVIX™ Offerings is not subject to any guarantees of service levels. WEAVIX™ will make commercially reasonable attempts to contact Customer in the event of service disruptions or planned maintenance.
The WEAVIX™ Offerings may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export or import as may be required after delivery to Customer. Customer shall indemnify and hold WEAVIX™ and its suppliers and affiliates harmless from and against all claims, losses, damages, demands, and expenses arising from or in connection with its breach of this Section.
CUSTOMER AGREES AND ACKNOWLEDGES THAT WEAVIX™ SHALL HAVE NO RESPONSIBILITIES TO CUSTOMER TO CORRECT ANY DEFECTS OR PROBLEMS IN THE WEAVIX™ OFFERINGS, ANY TEST ACCOUNT, OR THE RELATED DOCUMENTATION, OR TO ASSURE THAT THE SOFTWARE OPERATES PROPERLY. WEAVIX™ DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE WEAVIX™ OFFERINGS, ANY TEST ACCOUNT AND THE RELATED DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING SPECIFICALLY THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WEAVIX™ OFFERINGS, ANY TEST ACCOUNT AND THE RELATED DOCUMENTATION ARE PROVIDED “AS IS”, AND CUSTOMER UNDERSTANDS THAT IT ASSUMES ALL RISKS OF ITS USE, QUALITY, AND PERFORMANCE.
WEAVIX™ shall have no liability whatsoever to Customer in connection with these Terms, including without limitation, liability for any problems in or caused by the WEAVIX™ Offerings, any Test Account or the related Documentation, whether direct, indirect, special or consequential (including lost profits), even if WEAVIX™ has been advised of or otherwise has reason to know of the possibility of such damages. Further liability for such damage will be excluded. Customer shall be liable to WEAVIX™ for any losses, costs or damages arising from damage to the WEAVIX™ Offerings while in Customer’s possession and the misuse of any Test Account.
If WEAVIX™ provides Customer with any hardware during the Evaluation, Customer agrees to return the WEAVIX™ Offerings to WEAVIX™ without the requirement of demand and in good working order (excepting wear and tear from normal use with respect to hardware WEAVIX™ Offerings), to be received
by WEAVIX™ within ten (10) days of the end of the Term. Furthermore, if the WEAVIX™ Offerings includes software, and if applicable, Customer shall destroy or erase all copies of such software in its possession at the end of the Term. With respect to any unreturned WEAVIX™ Offerings or WEAVIX™ Offerings returned in damaged condition, or returned later than required by these Terms, WEAVIX™ will invoice Customer and Customer shall pay the current list price for such WEAVIX™ Offerings. Customer agrees to initiate payment by issuance of a purchase order and prompt payment of any invoice. This Section shall not apply if Customer subsequently purchases the hardware.
Unless otherwise agreed by WEAVIX™ in writing, the term of the Evaluation shall be thirty (30) days from delivery (“Term”).
To the extent that may be applicable for Equipment made part of an Approved Order, the use of the Equipment is subject to FCC regulation (See FCC Title 47, Chapter 1, Subchapter D, Part 96). Customer acknowledges that Citizens Broadband Radio Service operation in the 3550-3700 MHz band is subject to current and future international agreements with Mexico and Canada. Notwithstanding anything to the contrary in these Terms, Customer has no expectation of interference protection from other General Authorized Access Users. Customer further acknowledges that there may be interference from Priority Access Licensees and Incumbent Users. Access Points and external antennas (if any) must be installed and maintained in accordance the FCC regulations and in accordance with additional rules required by the Spectrum Access System Administrator. Customer acknowledges that under certain conditions, the Spectrum Access System Administrator may suspend operation of Equipment as required by FCC regulations.
These Terms shall be governed by the laws of the State of Kansas excluding its conflicts of law principles. Exclusive jurisdiction and venue for any claim relating to these Terms shall be the state and federal courts located in Sedgwick County, Kansas. Each Party waives any objection based on venue or inconvenient forum and hereby consents to the personal jurisdiction of such courts.
Unless agreed otherwise in signed writing by WEAVIX™, these Terms contain the whole agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter.
