Standard Terms and Conditions
The Services and RSTOR Deliverables are provided to Client “as is” without warranty of any kind, and RSTOR disclaims any implied warranties, including without limitation, those of merchantability, fitness for a particular purpose and non-infringement.
Ownership; Intellectual Property
(i) Each party retains exclusive ownership of all intellectual property rights to their pre-existing materials and technology (“Background Technology”).
(ii) Client grants RSTOR a right to access and use such Client-owned materials only to perform Services for Client pursuant to the Collaboration Proposal as in effect from time to time.
(iii) RSTOR grants Client a limited, non-exclusive, non-transferable, royalty-free, revocable license to use its Background Technology, as embedded in the RSTOR Services and Deliverables, for Client’s internal business operations pursuant to the Collaboration Proposal as in effect from time to time.
(iv) Except as expressly granted, no license or other right is transferred or granted to either party, including any license or right to any other intellectual property under this Agreement, expressly or by implication, estoppel, statute or otherwise.
Termination. Either party may terminate this Agreement if the other party has failed to cure any material breach of this Agreement within thirty (30) days’ after receiving written notice of breach. Upon termination of this Agreement, all rights, including all licensing rights, will automatically terminate.
Limitation of Liability
Limitation of Liability. RSTOR’s aggregate liability for damages to Client for all claims arising from or related to this Agreement, regardless of whether the claims are based in contract, tort, strict liability or otherwise, will not exceed the amount of fees paid by Client under the Consulting Proposal. In no event will either party be liable for any indirect, special, incidental, punitive or consequential damages, including without limitation, damages for loss of profits for data, whether or not arising in contract, tort (including negligence) or otherwise, even if such party has been informed of the possibility thereof.
The parties agree to use good faith efforts to try to resolve any contract dispute, including escalation to respective senior management before taking any legal action.
(i) This Agreement is the entire agreement between the parties with respect to the subject matter and supersedes any prior or contemporaneous dealings, negotiations or documents.
(ii) This Agreement may only be amended in writing signed by both parties.
(iii) This Agreement will be governed by California law, excluding its conflict of laws. Venue for all disputes shall be in Santa Clara County federal court.
(iv) Client may not assign this Agreement without RSTOR’s prior written consent, not to be unreasonably withheld.
(v) RSTOR has the right to engage named subcontractors, subject to prior written email approval by Client but will remain responsible for the performance of such subcontractors.
(vi) Each party will abide by all applicable laws and regulations.
(vii) The RSTOR Deliverables are provided with “RESTRICTED RIGHTS.” Use, duplication or disclosure by the U.S. Government is subject to restrictions set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor.
(viii) RSTOR will abide by Client’s regulations made known to RSTOR while on the Client’s premises, if applicable. To the extent that such Client regulations conflict with this Agreement, the conflicting provisions will not apply to or bind the other party.