Sample Pilot Agreement
This pilot agreement for proof of concept (“agreement”) is made on 05/25/2020, between: Carousel, Inc., Nonprofit Corporation (“Company”) and Sample Company, LLC (“Customer”). Company and Customer may be referred to in this agreement individually as a “party” and collectively as “parties”.
Software. Under this agreement Company will use commercially reasonable efforts to provide Customer a limited license to use Software as a service platform facilitating delivery and distribution of social-emotional learning curricula (“Software”) for the purpose of determining the usability, desirability, functionality, and compatibility of Software with Customer’s applications and operations environment (“Pilot”).
Technical support. Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.
- Pilot success criteria. Pilot will be considered successful if parties achieve the following results:
- Success criteria are defined by the individual pilot client and Carousel, Inc.
Duration of pilot. Pilot will start in September 2020 and continue for a period of 3 Months (“Evaluation Period”). Upon the request of Customer, Company may, in its sole discretion, extend Evaluation Period for one or more additional thirty (30) calendar day period. Any such extension will be affected by an email exchange between the authorized representatives of parties or by a written extension to this agreement executed by each of parties.
Fees. Customer will pay Company a total of $5000 (five thousand dollars) for Pilot, including any pre-approved costs and taxes 50% of the fee before start of Pilot and the remaining 50% after completion of Pilot and at time of public launch of the Carousel platform (tentative launch, January 2021), subject to receipt of Company’s invoice. Payment terms are net 10 days of receipt of invoice by Customer.
Restrictions and responsibilities. Customer will not, directly or indirectly:
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to Software;
- modify, translate, or create derivative works based on Software;
- use Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
- With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during Evaluation Period only in connection with Pilot.
Compliance with laws. Customer represents, covenants, and warrants that Customer will use Services only in compliance with Company’s standard published policies then in effect and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of Services, Company may do so and may prohibit any use of Services it believes may be (or alleged to be) in violation of the foregoing.
Equipment. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer will also be responsible for maintaining the security of Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or Equipment with or without Customer’s knowledge or consent.
Confidentiality. Proprietary rights. Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of Software. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable Pilot (“Customer Data”). Receiving Party agrees to take reasonable precautions to protect such Proprietary Information, and not to use (except for Pilot or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Disclosing Party agrees that the foregoing will not apply with respect to any information after three (3) years following the disclosure thereof or any information that Receiving Party can document:
- is or becomes generally available to the public;
- was in its possession or known by its prior to receipt from Disclosing Party;
- was rightfully disclosed to it without restriction by a third party;
- was independently developed without use of any Proprietary Information of Disclosing Party; or
- is required to be disclosed by law.
Customer Data. Customer will own all right, title and interest in and to Customer Data, as well as any data that is based on or derived from Customer Data and provided to Customer as part of Pilot.
Company will own and retain all right, title and interest in and to: * Software, all improvements, enhancements or modifications thereto; * any software, applications, inventions or other technology developed in connection with Pilot; and * all intellectual property rights related to any of the foregoing.
Warranty and disclaimer. Company will use reasonable efforts consistent with prevailing industry standards to maintain Software in a manner which minimizes errors and interruptions in functioning of Software. Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, company does not warrant that functioning of software will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of software. Except as expressly set forth in this section, software is provided “as is” and company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
Limitation of liability. Notwithstanding anything to contrary, except for bodily injury of a person, company and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees will not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory:
- for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business;
- or any indirect, exemplary, incidental, special or consequential damages;
- for any matter beyond company’s reasonable control; or
- for any amounts that, together with amounts associated with all other claims, exceed the fees paid by customer to company for the software under this agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether company has been advised of the possibility of such damages.
Term. This agreement begins on 05/25/2020 and, unless terminated earlier under this agreement, continues until the end of Evaluation Period. Upon expiration or termination of this agreement, Customer will no longer have access to or the right to use Software, unless the parties enter into an agreement for the continued use of Software.
Independent contractors. Customer and Company are independent contractors in all matters relating to this agreement, and this agreement will not be construed to create a partnership, joint venture, agency, employment, or any other relationship between Customer and Company.
Governing law. This agreement is governed by the laws of the State of Colorado, without giving effect to principles of conflicts of law.
- This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements between the parties regarding the same subject matter.
- This agreement can be modified only by a written amendment signed by the parties.
- Failure to enforce any provisions of this agreement will not constitute a waiver.
- If any provision is unenforceable, the other provisions will remain effective.
- Parties may execute this agreement by electronic signatures or by facsimile in counterparts, which taken together will constitute one instrument.
- Neither party may assign or transfer this agreement without the prior written consent of the other party.
- Any notice under this agreement must be in writing and delivered personally or by overnight courier or sent by email.
- The section headings of this agreement are for convenience only and have no value for interpretation of agreement.
Survival. The following provisions survive termination or expiration of this agreement: 13 (Confidentiality. Proprietary rights), 17 (Limitations of liabilities), 20 (Governing law) and 21 (Final provisions).
Carousel, Inc. Sample Company By: ______________________________ By: ______________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ Address: ________________________ Address: ________________________