IMPORTANT: THIS END USER BETA AGREEMENT (“AGREEMENT”) IS A LEGAL CONTRACT BETWEEN PRINCETON CLIMATE ANALYTICS, INC. (“LICENSOR”) AND YOU (“LICENSEE”). BY CHECKING “I AGREE” (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO AND BE BOUND BY THIS AGREEMENT, OR HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR ORGANIZATION AND TO BIND YOUR COMPANY OR ORGANIZATION TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD NOT CHECK THE “I AGREE” BOX. PLEASE PRINT AND STORE THIS AGREEMENT FOR FUTURE REFERENCE.
1.1 License Grant. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Licensor hereby grants to Licensee a limited, revocable, non-transferable, non-exclusive, royalty-free license, without the right to sublicense, (a) to access and use the data (the “Data”) made available by Licensor to Licensee through the following website operated by Licensor: http://data.princetonclimate.com solely for non-commercial, personal, evaluation and research purposes and (b) to reproduce such Data solely such purposes.
1.2 Obligations and Restrictions. Except as otherwise expressly provided in this Agreement:
(a) Licensee will provide to Licensor comments, criticisms, suggested improvements, test results, and other feedback regarding the function, features, and other characteristics of the Data in written or oral form (“Feedback”) and will respond to Licensor’s questions regarding the Data and its performance. Licensee hereby assigns all right, title and interest in and to any Feedback to Licensor and Licensor is free to use, without any attribution or compensation to Licensee, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.
(b) Licensee shall not (i) market, distribute, or otherwise transfer copies of the Data to any third party (including any contractor), (ii) rent, lease, or loan the Data; or (iii) provide or make available to any third party (other than a contractor to the extent permitted under Section 2) any communication that discloses the features, functions, or performance characteristics of the Data.
2. CONFIDENTIALITY. Licensee agrees that Licensee will hold the Data, Feedback, and related information (collectively, “Confidential Information”) in strict confidence and will not disclose Confidential Information to any third party. Licensee will use the same efforts to protect the Confidential Information from unauthorized access, reproduction, disclosure, or use as it uses in connection with its own information of a similar nature but not less than reasonable efforts. If Licensee becomes aware of any unauthorized use or disclosure of Confidential Information, Licensee will notify Licensor immediately in writing and will give full cooperation to minimize the effects of such unauthorized use or disclosure. Licensee may use the Confidential Information solely as permitted under this Agreement, and for no other purpose whatsoever. Licensee will grant access to the Confidential Information only to employees and contractors of Licensee who (i) have a need for access to the Confidential Information for conducting beta testing, and (ii) have executed a written agreement with Licensee that requires the employee or contractor to protect third party confidential information on terms at least as protective as the terms of this Agreement. Licensee will ensure that its employees and contractors comply with these confidentiality requirements.
3. PROPRIETARY RIGHTS. All rights, title and interest in and to the Feedback, and Data including all Intellectual Property Rights (as defined herein) therein, are and shall remain at all times the sole and exclusive property of Licensor. “Intellectual Property Rights” collectively means any and all patents, patent registrations, patent applications, business processes, copyrights, data rights, trademarks, trade names, service marks, service names, trade secrets, mask works, moral rights, know-how or any other similar right arising or enforceable under the laws of the United States of America or any other jurisdiction or bilateral or multi-lateral treaty regime. Nothing contained in this Agreement shall convey to Licensee any right or license in the Data, or other Confidential Information, except for the licenses expressly granted above. If Licensee holds or is ever held to hold any right, title or interest in or to the Data (including any changes, modifications or corrections thereto), or other Confidential Information, then Licensee hereby irrevocably assigns to Licensor all such right, title and interest. All rights in and to the Data not expressly granted to Licensee in this Agreement are expressly reserved to Licensor. There are no implied rights.
4. TERM AND TERMINATION. The term of this Agreement and the licenses granted herein will commence on the Effective Date and end on the date the Company releases the Data for commercial use (the “Full Term”), unless earlier terminated as provided herein. Licensor may terminate this Agreement immediately, upon notice to Licensee, if Licensee breaches any term or condition of this Agreement. Either party may terminate this Agreement with or without cause upon 10 days’ notice to the other party. Upon the expiration or termination of this Agreement for any reason: (i) the license granted by Licensor hereunder shall immediately terminate; (ii) Sections 1.2, and 2-7 shall survive such termination or expiration and remain in effect; and, (iii) Licensee shall promptly return to Licensor or destroy all Confidential Information, including the Data, and all copies thereof (which shall include purging all electronic copies from Licensee’s computer systems) and certify to Licensor in writing that Licensee has done so.
5. DISCLAIMER OF WARRANTY. The Data is a pre-release version and may contain errors, bugs, inaccuracies and other problems that could cause system failure. The testing and quality assurance of the Data has not yet been completed, and the Data is not authorized for general release by Licensor. The Data is subject to change and Licensor reserves the right to alter the Data at any time. Licensee acknowledges and agrees that the Data is being provided solely for beta test purposes. Licensee agrees that neither Licensor nor its directors, officers, employees, agents or representatives shall be responsible for any loss, destruction or alteration of content, data and other information resulting from Licensee’s use of the Data. THE DATA IS PROVIDED “AS IS” AND LICENSOR MAKES NO WARRANTY OF ANY KIND REGARDING THE DATA. LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSOR DOES NOT WARRANT THAT THE DATA WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE USE OF THE DATA WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE DATA WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE.
6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF OR DAMAGE TO BUSINESS INFORMATION OR DATA OR OTHER PECUNIARY LOSS, OR FOR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE DATA, EVEN IF LICENSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY AND NEGLIGENCE) EXCEED $100. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND LICENSOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS AND EXCLUSIONS.
7. MISCELLANEOUS. This Agreement will be governed and construed in accordance with the laws of the State of New Jersey without giving effect to conflict of laws principles that would require the application of the laws of any other state or jurisdiction. Both parties agree that any action or proceeding arising from or relating to this Agreement must be brought in a court in Mercer County, New Jersey, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The United Nations Convention of Contracts for the International Sale of Goods does not apply to this Agreement. No agency, partnership, franchise, joint venture, or employment relationship is intended or created by this Agreement. Licensee may not assign or transfer, by operation of law or otherwise, any of its rights or delegate any of its duties under this Agreement to any third party without Licensor’s prior written consent, and any purported attempt to do so is null and void. The Data and related technical information and materials may be subject to export controls under U.S. or other export laws and regulations. Licensee agrees that Licensee shall not export or re-export the Data in any form in violation of the export or import laws and regulations of the United States of America or any other relevant jurisdiction. Licensee shall defend, indemnify and hold Licensor harmless from and against any violation of such laws or regulations by Licensee or any of its agents, officers, or employees. If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and to such end the provisions of this Agreement are agreed to be severable. In such event, the affected provision shall be amended to achieve as nearly as possible the same economic effect as the original provision. Please note that at all times Licensee is responsible for providing Licensor with Licensee’s most current e-mail address. In the event that the last e-mail address that Licensee has provided Licensor is not valid, or for any reason is not capable of delivering notice to Licensee, Licensor’s dispatch of an e-mail containing such notice will nonetheless constitute effective notice. Licensor’s rights and remedies for breach of this Agreement are cumulative. If any legal action or proceeding is brought for the enforcement of this Agreement, or because of any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which such party may be entitled. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all other prior and contemporaneous agreements and understandings both written and oral between the parties with respect to such subject matter.
QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to email@example.com.