THIS CERTIFY AGREEMENT (“Agreement”) is entered into, as of the last dated signature below, by and between CERTIFY Global Inc., a Delaware
corporation, located as 1201 Seven Locks Road, Suite 300, Potomac, MD 20854 (“CERTIFY”), and (“Customer”), (each a “Party” and collectively the “Parties”).
This Agreement sets forth the terms and conditions under which CERTIFY will provide Customer with access to its platform for authentication and veriﬁcation of information (“Platform”), and Customer will evaluate the Platform to determine whether it wishes to enter into a separate commercial agreement to implement the Platform at its facilities (“Commercial Agreement”). In consideration of the terms and conditions set forth in this Agreement, the Parties agree as follows.
To enable Customer to evaluate the Platform, CERTIFY grants Customer a non-exclusive, royalty-free license to use the Platform during the Evaluation, subject to the below provisions regarding CERTIFY’s Proprietary Information and Intellectual Property (as deﬁned below) (the “License”).
Customer’s right to use the Platform for evaluation purposes does not include any right to copy, disclose, distribute, modify, or sublicense the Platform, including to any entity related in any way to Customer, or otherwise use the Platform in any way outside the scope of this Agreement. Further, Customer’s right to use the Platform does not extend to any evaluation of the source code, object code, or other code for the Platform (other than the code readily accessible through any web browser), unless the Parties otherwise agree.
Customer will provide CERTIFY with compensation that is set forth in the attached price schedule, unless the Parties otherwise mutually agree.
This Agreement is for 36-months or as long as utilization of the platform continues, whichever is greater.
Upon the termination of this Agreement, each Party will promptly return all of the other Party’s Propriety Information and/or Intellectual Property (as identiﬁed below), unless the Parties agree to the destruction of such materials.
Each Party will also promptly return all of the other Party’s platform, hardware, media, or other materials, unless the Parties agree to the destruction or other disposition of such materials.
The Parties acknowledge that, during the Evaluation, the Parties will likely disclose proprietary information regarding their products and services to each other, including information regarding the Parties’ computer programs, applications, interfaces, and code; documentation regarding the Parties’ computer programs, applications, interfaces, and code; and information regarding and the Parties’ patents, trademarks, copyrights, and trade secrets relating to such products and services (“Proprietary Information”). Proprietary Information includes the Parties’ computer programs, applications, interfaces, and code in any medium disclosed to the other Party. Such Proprietary Information will be subject to the Mutual Conﬁdentiality and Non-Disclosure Agreement previously executed by CERTIFY Global Inc. and the Parties and will be considered conﬁdential without any obligation to designate such information conﬁdential.
The Parties own all right, title, and interest in the intellectual property in their respective products and services, including the Parties’ patents, trademarks, copyrights, and trade secrets relating to such products and services (“Intellectual Property”). The Parties own such Intellectual Property, whether or not expressly speciﬁed in this Agreement, and whether or not created before, during, or after the Term of this Agreement. No license or other right in such Intellectual Property is granted as a result of this Agreement, other than the licensing rights granted in this Agreement.
CERTIFY PROVIDES THE PLATFORM AND ANY DOCUMENTATION FOR THE PLATFORM TO CUSTOMER WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY (INCLUDING WARRANTY OF MERCHANTABILITY OF COMPUTER PROGRAMS), ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF INFORMATIONAL CONTENT, OR ANY WARRANTY OF ACCESSIBILITY.
Neither Party will be liable to the other Party for any damages of any kind, including any lost proﬁts, lost revenue, interruptions of business, or any other indirect, consequential, special, or punitive damages, whether based in contract or other causes of action (including negligence, strict liability, or otherwise), and whether or not advised of the possibility of such damages.
The Parties expressly waive any possible claims (including counter-claims, afﬁrmative defenses, or other claims) relating in any way to this Agreement.
This Agreement may not be amended except by written agreement of the Parties.
This Agreement may be executed in multiple counterparts, all of which together will constitute a complete Agreement.
This Agreement constitutes the entire Agreement between the Parties pertaining to its subject matter, and supersedes all prior agreements, representations, and understandings between the Parties.