General Trial Agreement terms and conditions

Trial Terms and Conditions

These Trial Terms and Conditions, together with any other agreements or terms incorporated by reference, including the Privacy Policy https://inspekto.wpengine.com/privacy-policy/ (the “Terms“) govern any proposal, quote, estimate or other ordering document incorporating these Terms by reference (each, a “Proposal“), between the Inspekto entity providing the Proposal (the “Company”) and the customer whose details are set forth in such Proposal (the “Customer“).

These Terms constitute a binding and enforceable legal contract between the Company and the Customer during the Trial Period. By accepting or signing the Proposal, issuing an order under the Proposal or by accepting or using the Solution specified thereunder, Customer agrees to these Terms. By accepting these Terms, you represent that you have the authority to bind the Customer on behalf of which you are accepting these Terms. If the entity that you represent does not agree with these Terms, you must not accept these Terms or use the Solution.

Solution. Company owns a proprietary platform, INSPEKTO S70, which is a fully equipped out-of-the-box industrial visual inspection solution further described in the Proposal (the “Solution”), the Customer wishes to receive and Company is willing to provide, under these Terms hereunder, the Solution for a limited period for the purpose of evaluation of the Solution (the “Trial“). Subject to these Terms, Company shall provide to Customer access to and use of the Solution, for a period set out in the Proposal from the date Customer received the Solution at Customer’s premises (the “Trial Period“).
Title. Company retains all right, title and interest in and to the Solution and all derivatives, improvements and modifications thereto, and all intellectual property rights therein. Any Customer materials that the Solution has access to (“Customer Materials“) are and shall remain Customer’s property and shall be used at Customer’s sole and absolute responsibility. Customer hereby grants to Company a non-exclusive, royalty-free, perpetual, worldwide license to use, reproduce, and prepare derivative works of all data provided to Company in connection with these Terms, and to analyze the anonymized data obtained from Customer Materials solely for its internal use in order to improve the Solution, all subject to Company’s compliance with applicable law and privacy regulations.
Restrictions. Customer shall (i) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Solution, or derive or attempt to create or derive, by reverse engineering or otherwise, the source code from any object code supplied hereunder, nor shall it permit any third party to do so; (ii) not resell, lease, sublicense or distribute the Solution to any person or party; (iii) not represent that it possess any proprietary interest in the Solution; (iv) not directly or indirectly, take any action to contest Company’s intellectual property rights or infringe them in any way; (v) not sub-license its right to access and use the Solution; (vii) not permit any unauthorized person to access or use the Solution.
Commercial Agreement. Upon the completion the Trial, the parties may negotiate the terms of, and enter into a long-term agreement for Customer’s use of the Solution in consideration for a fee upon terms to be agreed between the parties.
Cooperation. During the Trial Period and in order to enable the provision of the Services, the Customer will: (i) appoint one team member to assist with and be the point of contact for the technical implementation of the Solution; and (ii) provide remote internet access to the Solution. The Customer acknowledges that its compliance with the above, as well as the availability and responsiveness of the Customer’s representatives to Company will directly affect the quality of the services provided under these Terms.
Feedback. If Customer provides any input or feedback regarding the Solition (“Feedback“), Customer acknowledges that the Company may freely use such Feedback and Customer shall have no right or claim towards the Company in connection with any use of such Feedback, or any intellectual property rights developed based on the Feedback.
Delivery and Return. The Solution will be delivered as set out in the Upon termination of the Trial Period, Customer shall return the Solution to Company, at its sole cost and expense. The Solution shall be returned to Company in as good a condition as when received by the Customer, except for any damage caused by normal wear and tear. If the Solution is lost, stolen or damaged, Customer shall promptly notify Company in writing and will be charged at the standard spare parts pricelist.
Confidentiality. Throughout the Trial Period each party may have access to certain non-public proprietary, information or data of the other party, and regardless of the manner in which it is furnished, which given the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (together, the “Confidential Information“). Confidential Information shall exclude any information that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of these Terms; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of these Terms or any use of or reference to the Confidential Information. The receiving party agrees: (a) not to disclose the disclosing party’s Confidential Information to any third parties other than to its, directors, officers, employees, advisors or consultants (collectively, the “Representatives“) solely on a “need to know” basis and provided that such Representatives are bound by written agreements to comply with the confidentiality obligations as protective as those contained herein; (b) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to exercise its rights and carry out its responsibilities under these Terms; (c) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if receiving party is required by legal process or any applicable law, rule or regulation, to disclose any of disclosing party’s Confidential Information, then prior to such disclosure, receiving party will give prompt written notice to disclosing party so that it may seek a protective order or other appropriate relief. The parties’ obligations with respect to Confidential Information shall expire five years from the date of termination or expiration of these Terms, unless a longer period of protection applies under applicable law, as trade secret or otherwise.
Warranty Disclaimer. THE SOLUTION IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES, EXCEPT AS EXPRESSLY SET FORTH HEREIN. COMPANY DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTIES IN RESPECT OF THE SOLUTION, THE SERVICES AND THE CONFIDENTIAL INFORMATION, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
Limitation of Liability. NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR LOST DATA UNDER THESE TERMS OR IN RESPECT OF THE SOLUTION OR THE PROFESSIONAL SERVICES. IN NO EVENT SHALL COMPANY ‘S LIABILITY UNDER THESE TERMS OR IN RESPECT OF THE SOLUTION OR THE PROFESSIONAL SERVICES EXCEED EURO 1,000, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Term and Termination. These Terms shall be in effect for the Trial Period. Following termination or expiration of these Terms, each party shall, at the discretion of the disclosing party, either return or destroy Confidential Information provided to it by the disclosing party. Sections 2, 3, and 6-10 shall survive termination or expiration of these Terms.
Miscellaneous. These Terms sets forth the entire understanding between the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous written agreements and discussions concerning the subject matter of these Terms. If any section(s) of these Terms are determined to be void or unenforceable by a court of competent jurisdiction, such section(s) shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of these Terms shall not be affected. The Customer shall not assign any of its rights or obligations hereunder without the prior written consent of Company, and assignments in violation of the foregoing shall be void. All notices in connection with these Terms must be in writing and shall be given by certified mail, return receipt requested, to the addresses set forth in the Proposal, or to another address in respect of which a party provides notification that it should be used for the provision of notice hereunder. These Terms are governed by the laws of the Federal Republic of Germany, and the exclusive venue for any related dispute is the competent courts in the Federal republic of Germany. Notwithstanding the foregoing, the Customer understands that the unauthorized use or disclosure of the Solution could cause irreparable damage to Company, and Company shall be entitled to seek an injunction or other equitable relief in any competent jurisdiction in order to enforce the provisions hereof.

HFNDOCS# 6951306v7 – Inspekto – Trial Terms and Conditions