BY INDICATING YOUR ASSENT TO ENTER THIS MASTER AGREEMENT (THE “AGREEMENT”), YOU SUBMIT TO MORE COWBELL UNLIMITED, INC., AN OREGON CORPORATION (“LICENSOR”), AN OFFER TO OBTAIN THE RIGHT TO USE THE HOSTED SERVICE (AS DEFINED BELOW) UNDER THE PROVISIONS OF THIS EVALUATION AGREEMENT (“AGREEMENT”) AND HEREBY AGREE THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THE PERSON AND/OR ENTITIE(S) (COLLECTIVELY, THE “EVALUATOR”) WISHING TO USE THE HOSTED SERVICE LISTED ON THE WRITTEN OR ELECTRONIC QUOTATION, ORDER FORM(S) AND/OR OTHER DOCUMENT (EACH AN “ORDER”) WHICH WE PROVIDE TO CUSTOMER IN CONNECTION WITH THE RELATED HOSTED SERVICE. THE TERMS OF EACH ORDER WILL SET FORTH THE SPECIFIC TERMS OF THE ORDER BUT ALL APPLICABLE TERMS AND CONDITIONS BELOW SHALL APPLY.
IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE CUSTOMER OR YOU OR THE CUSTOMER DO NOT AGREE TO ANY OF THE TERMS BELOW, LICENSOR IS UNWILLING TO PROVIDE THE HOSTED SERVICE TO CUSTOMER, AND YOU SHOULD DISCONTINUE THE ORDER, AND/OR REGISTRATION PROCESS.
Hosted Service: The “Hosted Service” includes Licensor’s proprietary solution, including all data and content accessible therein, owned and made available by Licensor on a software-as-a-service basis under this Agreement. Other than the license granted herein, Licensor retains all rights in and to the Hosted Service. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Hosted Service is provided to U.S. Government End Users (i) only as a commercial end item and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
Grant of License: Licensor grants to Evaluator, during the period set forth in the Order (the “Evaluation Period”) following Licensor’s initial access to the Hosted Service, the nontransferable, nonexclusive limited license to access and use the Hosted Service solely for the purpose of internal evaluation and testing for suitability for purchase by Evaluator. Title to the Hosted Service shall remain with Licensor at all times. Licensor is granted a perpetual and irrevocable right to use any recommendations, suggestions, or other feedback provided by Evaluator pertaining to the Hosted Service.
Exclusions: Evaluator shall not:
Support: Licensor may during the Evaluation Period make available updates, enhancements, and/or modifications to the Hosted Service and may provide such updates to Evaluator, but is under no obligation to do so. The provision by Licensor to Evaluator of such updates, enhancements, and/or modifications to the Hosted Service shall be subject to all terms and conditions of this Agreement and shall expire at the end of the Evaluation Period.
Specific Disclaimer of Warranty and Limitation of Liability: The Hosted Service is provided without warranty of any kind. Licensor disclaims all warranties, expressed or implied, including but not limited to the warranties of merchantability, TITLE, NONINFRINGEMENT, and fitness for a particular purpose. Licensor will not be liable for any damages associated with the Hosted Service, including without limitation ordinary, incidental, indirect, or consequential damages of any kind, including but not limited to damages relating to lost data or lost profits, even if Licensor has been advised of the possibility of such damages. IN NO EVENT WILL LICENSOR’S LIABILITY UNDER THIS AGREEMENT EXCEED $5,000.
Termination: Evaluator's license to use the Hosted Service shall terminate on the earlier of (i) written notice by either Licensor or Evaluator, or (ii) expiration of the Evaluation Period. Upon termination of the license as provided above, Evaluator shall promptly destroy any copies of the Hosted Service data and content made during the Evaluation Period. Evaluator shall also promptly return all materials provided by Licensor in connection with the Hosted Service.
Governing Law: This Agreement shall be governed by the laws of Portland, OR, U.S.A. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees. The parties consent to the jurisdiction of the state and federal courts located in Portland, OR, U.S.A.
Confidentiality. "Confidential Information" shall be defined to include the Hosted Service, any software, source code, object code, documentation, test results, and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by Licensor to Evaluator. Evaluator shall observe complete confidentiality with respect to the Confidential Information, and shall use its best efforts and take all reasonable steps to protect such from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement.
Reference: Evaluator hereby agrees to act as a reference that has utilized the Hosted Service in connection with Licensor’s sales and marketing efforts.
Assignment: This Agreement is not assignable or transferable by Evaluator and any attempt to do so is null and void.
Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning Evaluator’s use of the Hosted Service. This Agreement supersedes any prior verbal understanding between the parties and any Evaluator purchase order or other ordering document, regardless of whether such document is received by Licensor before or after execution of this Agreement. This Agreement may be amended only in a writing signed by an authorized officer of Licensor.
Last Updated September 2024
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