Felix Partner Implementation Terms & Conditions (“Trial” Basis)
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This Agreement (“Agreement”) governs the disclosure of information by Most Felix Ltd (the “Company”) to you (the “Recipient” or “You” or “Your”) and Recipient’s/Your use of Company’s software offering.
- Subject to the terms and conditions of this Agreement, Company grants the Recipient a nonexclusive, nontransferable license to use the Software for a period designated by the Company.
- In consideration for receiving a copy of the
Softwarethe Recipient agrees to deploy a “Trial” instance of the Software (ie, free of charge and not under a commercial license). The Trial period shall be twelve months, from the date of launch, and this Agreement shall be reviewed thereafter.
- The Trial shall be provisioned for one
property / website only.
- If Recipient creates a Felix account, they are responsible for maintaining the security of that account, and Recipient is fully responsible for all activities that occur under the account and any other actions taken in connection with the Software. You must not add content to your Trial in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and we may change or remove any Trial service that we consider inappropriate or unlawful, or otherwise likely to cause liability to Company. You must immediately notify us of any unauthorized uses of your Trial service or your account or any other breaches of security.
Companywill not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
Recipientis operating a Trial, Recipientis entirely responsible for the content of, and any harm resulting from, the content used therein. That is the case regardless of whether the content in question constitutes text, graphics, an audio file, or computer software. By making content available, Recipient represents and warrant that:
- The downloading, copying and use of the content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- If your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the content;
- You have fully complied with any third-party licenses relating to the content, and have done all things necessary to successfully pass through to end users any required terms;
- To the extent that any content contains personal data, you have obtained all necessary consents or are otherwise lawfully entitled to use such personal data in the content;
- The content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- The content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- The content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
- Your Trial service/account is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods; and
- Your Trial service is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your prototype URL or name is not the name of a person other than yourself or company other than your own; and
- Company reserves the right to display attribution on Trial services such as ‘Powered by Felix.’ These elements may not be altered or removed.
- Company reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the service following the posting of any changes to this Agreement constitutes acceptance of those changes.
Companymay also, in the future, offer new services and/or features through its web site and service (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement. Companymay terminate your access to all or any part of the Trial at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Felix account (if you have one), you may simply discontinue using the Trial. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- The Recipient agrees to treat Software as confidential and will not without the express written authorization of Company publish or otherwise disclose information relating to performance or quality of the Software to any third party.
- The Recipient agrees that it will at all times
willhold in strict confidence and not disclose Confidential Information (as defined below) to any third party except as approved in writing by the Company and will use the Confidential Information for no purpose other than evaluating the Software. The Recipient shall only permit access to Confidential Information to those of its employees having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. “Confidential Information” means all non-public materials and information provided or made available by Company to Recipient, including products and services, information regarding technology, know-how, processes, software programs, research, development, financial information and information the Company provides regarding third parties.
- The Recipient’s obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when the Recipient can document that: (a) it was in the public domain at the time it was communicated to the Recipient; (b) it entered the public domain subsequent to the time it was communicated to the Recipient through no fault of the Recipient; (c) it was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient; (d) it was rightfully communicated to the Recipient free of any obligation of confidence subsequent to the time it was communicated to the Recipient; or (e) it was developed by employees or agents of the Recipient who had no access to any information communicated to the Recipient. After Recipient’s evaluation of the Software is complete, or upon request of the Company, the Recipient shall promptly return to the Company all documents, notes and other tangible materials and return or certify the destruction of all electronic documents, notes, software, data, and other materials in electronic form representing the Confidential Information and all copies thereof.
- The Recipient agrees that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or
other intellectual property right. The Recipient shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information or the Software. The Recipient will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information or the Software.
- The Trial is provided “as is”. Company and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Company nor its suppliers and
licensors,makes any warranty that the service will be error free or that access thereto will be continuous or uninterrupted. You understand that you deploy the service at your own discretion and risk.
- In no event will Company, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Company under this agreement during the twelve (12) month period prior to the cause of action. Company shall have no liability for any failure or delay due to matters beyond its reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
- You agree to indemnify and hold harmless the Company, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including legal fees, arising out of your use of the service, including but not limited to your violation of this Agreement.
- The Recipient, upon completion of a successful Trial, agrees in principle to provide material, statistics, or information that is not deemed confidential to Recipient’s business for use in marketing and sales initiatives by Company.
Recipientwill provide a quote to Company that may be used in a press release and on Company website.
- This Agreement constitutes the entire and only agreement between the parties for Software during a Trial and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
- The Recipient’s obligations under this Agreement shall survive any termination of this agreement. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom. The Recipient hereby agrees that breach of this Agreement will cause Company irreparable damage for which recovery of damages would be
inadequate,and that the Company shall thereforebe entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. The Recipient will not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company.