POC/TRIAL LICENSE AGREEMENT
The Company owns and operates AMFG (the “Hosted Services”) which facilitates data processing, request handling and ordering management for additive manufacturing services. The Hosted Services comprise of a software platform made available to clients as a service via the internet (“Software as a Service” or SaaS”) which comprises an automated workflow programme which hosts (on a shared or dedicated basis) and configures data with a view to optimising the manufacturing process and is made available on the terms of this Agreement.
1. Scope of License and Related Terms
- Company will make the Hosted Services available to Customer for the purpose of evaluation for a period of up to n of weeks beginning on the Effective Date (“Evaluation Period”).
- The Company grants Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Customers authorised personnel to use the Hosted Services during the Evaluation Period solely for the purpose of internally evaluating the suitability of the Hosted Services for Customer’s internal business operations.
- Customer shall use all reasonable endeavours to prevent unauthorised access to or use of the Hosted Services and notify Company immediately of any unauthorised use of, or access to the Hosted Service or any associated user account or password.
- Customer is responsible for all acts and omissions of each and every user it authorises to use the Hosted Services.
- During the Evaluation Period the Customer must not use and must procure that its authorised users do not use the Hosted Services in any way that causes, or may cause damage to the Hosted Services or impairment of the availability or accessibility of the Hosted Services.
- During the Evaluation Period the Customer shall not use the Hosted Services for the
- purpose of providing services to any third party or for the purpose of the commercial manufacture or production of any product.
2.1 Company makes a commitment that all reasonable attempts will be made to ensure the Hosted Services will be available and uninterrupted during the Evaluation Period.
3. Customer Data
3.1 The Customer grants to the Company a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate data from the Customer which includes but is not limited to engineering and design files (the “Customer Data”) to the extent reasonably required for the performance of the Company’s obligations and the exercise of the Company’s rights under this Agreement.
3.2 The Company warrants to the customer that data will only be used for the purpose of executing the services for the customer, or clients of the customer. All data will be returned or deleted in accordance with customer guidelines at the customer’s sole discretion.
3.3 The Customer warrants to the Company that the use of the Customer Data by the Company in accordance with this Agreement will not:
3.3.1 breach the provisions of any law, statute or regulation; or
3.3.2 infringe the intellectual property rights or other legal rights of any person.
In each case in any jurisdiction and under any applicable law and the Customer indemnifies the Company for any costs, claims, damages or expenses (including legal expenses) awarded against or incurred by the Company as a result of any breach of this Clause 3.
4. Data Protection
4.1. The Customer warrants to the Company that it has the legal right to disclose all personal data relating to users (“Users”) of the Hosted Services (“Personal Data”) that it does in fact disclose to the Company under or in connection with this Agreement, and that the processing of that Personal Data by the Company for the purposes of the provision of Hosted Services in accordance with this Agreement will not breach any applicable data protection or data privacy laws (including the Data Protection Act 1998).
4.2. To the extent that the Company processes Personal Data disclosed by the Customer, the Company warrants that it will not transfer or permit the transfer of that Personal Data outside the EEA without the prior written consent of the Customer and the Customer consents to the transfer of Personal Data outside the EEA to the Company’s third party service providers listed on the Company’s website from time to time.
5.1. Save for any warranties expressly set out in this Agreement are to the fullest extent permitted by law, excluded from this Agreement.
6.1. The Company may terminate this Agreement with immediate effect if the Customer is in breach of any term or condition.
7.1. Fees for the proof of concept are payable by the customer as outlined in the contract. Fees are due for payment at the agreement start date / invoice received by the customer.
Any additional project requirements, outside of the original scope of the tender response document (Appendix I) will be calculated and charged on a case by case basis.
8. Limitations and Exclusions of Liability
8.1. The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and the Company gives no warranty or representation that the Hosted Services (including upgrades) will be entirely secure or that they will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs.
8.2. The Customer acknowledges that the Hosted Services and upgrades are designed to be compatible only with that software and those systems; and the Company does not warrant or represent that they will be compatible with any other software or systems.
8.3. Nothing in this Agreement will:
8.3.1. limit or exclude any liability for death or personal injury resulting from negligence;
8.3.2. limit or exclude any liability for fraud or fraudulent misrepresentation;
8.3.3. limit any liabilities in any way that is not permitted under applicable law; or
8.3.4. exclude any liabilities that may not be excluded under applicable law.
8.4. The limitations and exclusions of liability set out in this Clause 8 and elsewhere in this Agreement:
8.4.1. are subject to Clause 8.3; and
8.4.2. govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
8.5. The Company shall have no liability to the Customer for any loss of profits or anticipated Savings.
8.6. The Company shall have no liability to the Customer for any loss of revenue or income.
8.7. The Company shall have no liability to the Customer for any loss of use or production.
8.8. The Company shall have no liability to the Customer for any loss of business, contracts or Opportunities.
8.9. The Company shall have no liability to the Customer for any loss or corruption of any data, database or software;
8.10. The Company shall have no liability to the Customer for any special, indirect or consequential loss or damage.
8.11. The liability of the Company to the Customer for any event or series of related events shall not exceed £50,000.
9. Governing Law
9.1. Where the Customer is an entity incorporated or domiciled in the United States, Mexico or Canada this Agreement shall be governed by, and construed in accordance with, the laws of the State of [Delaware] in the United States and any dispute, controversy, proceedings or claim between the Parties relating to this Agreement shall fall within the jurisdiction of the courts of Delaware. In all other cases this Agreement shall be governed by, and construed in accordance with, the laws of England and any dispute, controversy, proceedings or claim between the Parties relating to this Agreement shall fall within the jurisdiction of the courts of England.
10.1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation Any additional project requirements, outside of the original scope of the tender response document (Appendix I) will be calculated and charged on a case by case basis.