PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU WILL NOT BE ENTITLED TO EVALUATE OR PURCHASE THE STORLIFE SOFTWARE THAT IS SUBJECT TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, BY SO ACCEPTING, YOU ARE REPRESENTING THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY WITH AUTHORITY TO MAKE THIS AGREEMENT.
These Terms and Conditions are entered into by and between STORLIFE, with its address at South County Business Park, Leopardstown, Dublin 18, Ireland and you (“Company”) effective as of the date Company's authorized representative enters into the Agreement by clicking “Accept” ("Effective Date") and the Agreement is accepted by STORLIFE.
GRANT OF RIGHTS
In consideration of the possibility of future commercial use of the StorLife software, STORLIFE hereby grants to COMPANY a non-exclusive, royalty free right to internally evaluate and test the software, including its documentation (together “the Software”), for a period of thirty (60) days from the date COMPANY starts using the Software (the “Evaluation Period”).
OWNERSHIP
STORLIFE warrants and represents that STORLIFE is the owner of the Software and title and full ownership rights to all copies of the evaluation Software remains with STORLIFE. Company shall not make any representations to the contrary.
COPYRIGHT
The Software is copyrighted. Unauthorized copying of the Software, including Software that has been merged or included with other software, is expressly forbidden. COMPANY may be held legally responsible for any intellectual property infringement that is caused by COMPANY’s failure to abide by the terms of this agreement.
USE OF EVALUATION SOFTWARE
COMPANY agrees not to use the Software for any purpose other than internally evaluating and testing the Software. COMPANY agrees not to use the Software for resale. COMPANY may not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software. The Software may neither be transferred nor commercialized without the prior written consent of STORLIFE.
WARRANTY
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. STORLIFE shall have no liability to COMPANY or any third party for any claim, loss or damage of any kind, whether direct or indirect, including but not limited to lost profits, punitive, incidental, consequential or special damages, arising out of or in connection with the use or performance of the Software and accompanying documentation. The warranty can be extended only by means of a mutual agreement covering such services.
CONFIDENTIALITY
COMPANY agrees not to disclose any trade secrets or confidential information transferred to it by STORLIFE. COMPANY agrees to use reasonable care, but in no event no less than the same degree of care that it uses to protect its own confidential information and proprietary information of similar importance, to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. COMPANY agrees to accept STORLIFE’s Confidential Information solely for the evaluation and testing of the Software. All Confidential Information remain the property of STORLIFE and should be destroyed or returned.
TERM AND TERMINATION
This Agreement is effective for the term specified from the effective date (“Effective Date”) of this Agreement, and all rights granted to COMPANY shall terminate automatically without notice upon the expiration of the Evaluation Period of the term of this Agreement, whichever comes first. STORLIFE reserves the right to terminate this Agreement automatically if any provision of this Agreement is breached. Upon termination, and provided COMPANY has not entered into a licence agreement with STORLIFE, COMPANY shall promptly delete all the Software, including backup copies, if any, and all Confidential Information to STORLIFE. COMPANY hereby acknowledges that any further use of the Software after the termination of this Agreement, including but not limited to developing and demonstrating applications incorporating the Software, is expressly prohibited.
GENERAL TERMS
This Agreement shall govern all transactions relating to the Evaluation Software. STORLIFE does not accept any terms or conditions that may appear on COMPANY’s purchase orders and the COMPANY agrees that the only terms and conditions that apply to the Software are those stated in this Agreement. Invoice(s) under this Agreement, if any, shall be paid by COMPANY within thirty (30) calendar days after invoice date. Amounts outstanding thirty (30) calendar days past the due date will incur a charge of one percent (1.0%) per month. In the event of late payment, STORLIFE also reserves the right to suspend its obligations to COMPANY. All fees and pricing in this Agreement are exclusive of VAT and all other applicable taxes, and such taxes shall be added to the fees and pricing if applicable. Delivery costs are at the COMPANY’s own expense.
MISCELLANEOUS
This Agreement constitutes the entire agreement between COMPANY and STORLIFE with respect to the subject matter hereof and supersedes any and all prior agreements, understandings, and representations. In no event shall STORLIFE be liable for any loss of or damage to revenues, profits, goodwill or other damages of any kind, resulting from its performance or failure to perform pursuant to the terms of this Agreement. This Agreement may not be amended or modified in any manner except by written agreement signed by authorised representatives of both parties. This Agreement will be governed by and construed in accordance with the laws of Ireland.
OPTION TO PURCHASE
Provided that COMPANY is not in default of this Agreement at any time prior to the expiration or earlier termination of this Agreement, COMPANY may elect to purchase the Software by submitting a Purchase Order to STORLIFE based on an original Quotation provided to COMPANY from STORLIFE. The purchase shall be governed by the STORLIFE standard licence agreement.
