These terms and conditions outline the rules and regulations for the use of Amenity Analytics' website and services.
Amenity Analytics is located at:
387 Park Avenue South, New York, NEW YORK 10016
By accessing this website we assume you accept these terms and conditions in full. Do not continue to use Amenity Analytics's website if you do not accept all of the terms and conditions stated on this page.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: “Client”, “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. “The Company”, “Ourselves”,“We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to the provisions of these terms and the prevailing laws of the land. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
We reserve the right at any time and in its sole discretion to request that you remove all links or any particular link to our website. You agree to immediately remove all links to our website upon such request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuing to link to our website, you agree to be bound to and abide by these linking terms and conditions.
If you find any link on our website or any linked web site objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you. While we endeavor to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.
Amenity Analytics, Inc. (the “Licensor”) is at the final stages of development ("Beta site" status) of its Viewer product (the "Product"). Before launching the Product into the market, Licensor is interested in testing the Product for errors, malfunctions, bugs and other failures of performance. Licensee, by accepting this Agreement, is willing to be granted access to the Product and to examine its features, performance and compatibility with Licensee's professional requirements, for the purpose of evaluating the Product's technical and business potential (the "Test").
1. Following the grant of access to the Product (whether by installation or otherwise as will be determined by Licensor from time to time), Licensor shall be deemed to have granted to Licensee, during the limited term of this Agreement, a personal, non-transferable, non-assignable, non-exclusive and limited right to use the Product, solely for the purposes of performing the Test. For the avoidance of doubt, no license is granted hereunder to Licensee to modify, create copies, distribute or sub-license the Product or any of its components.
2. This Agreement shall expire immediately upon the completion of the Test. However, Licensor may discontinue Licensee’s access to the Product for any reason at any time.
Limited License; Term; Intellectual Property:
3. Licensee acknowledges that all proprietary and intellectual property rights in or related to the Product, as well as all other information disclosed by Licensor to Licensee or otherwise obtained by Licensee which is,directly or indirectly, related to Licensor or its business, are and will remain the exclusive property of Licensor, whether or not specifically recognized or perfected under the laws of the jurisdictions in which the Product is used or licensed, and that Licensor will own all rights in any copy, translation,modification, adaptation or derivation of the Product and other items of its intellectual property rights, including any improvement or development thereof(including if conceived or suggested by Licensee). Nothing here under shall be construed as granting any right, warranty or license by implication or otherwise under any patent, copyright, know-how or design rights, or other form of protection of industrial or intellectual property, or as creating any obligation on the part of Licnesor to enter into any business relationship whatsoever or to offer for sale any service or product.
4. Licensee hereby irrevocably conveys to Licensor all right,title and interest to any modification, adaptation, innovation, derivation,improvement or development made to the Product at Licensee's request or based on Licensee's ideas or proposals or feedback. Licensee shall take such actions as are necessary to carry out the foregoing assignment.
Licensee's Acknowledgments and Covenants:
5. Licensee acknowledges and confirms as follows:
5.1 Licensee hereby confirms and represents that it is not a member of the press, nor an employee or representative of any company developing and/or marketing products similar to the Product.
5.2 Licensee is aware of the experimental untested status of the Product. Licensee is aware of the possibility of errors, bugs, interruptions,faults and other failures in the Product (collectively, “Failures”).
5.3 Licensee received from Licensor all the information requested by it with regard to the Product, its use and potential applications.
5.4 After due consideration of all relevant circumstances,Licensee decided to enter into this Agreement and to install the Product for testing at its facility at its own risk.
5.5 Licensor is not receiving from Licensee any consideration for the Product.
5.6 Licensee further acknowledges that final pricing of the Product will be determined solely by Licensor at its sole discretion.
5.7 Licensee confirms and agrees that the Product and its use by Licensee may be monitored by Licensor and/or any third party on its behalf, and Licensee hereby waives any claims with respect to such monitoring
6. Licensee agrees to: (i) use the Product in accordance with the terms of the Test and this Agreement; (ii) keep a written record of Failures that it detects in any component of the Product; (iii) inform Licensor at its earliest convenience of the occurrence of any Failure; (iv) inform Licensor of suggested modifications or improvements that may make the Product better performing and more effective; and (v) to cooperate with Licensor’s reasonable attempts to collect information Licensor deems to be pertinent to the diagnosis or correction of a Failure. In addition, Licensee agrees to respond to surveys sent by the Licensor from time to time within 48 hours.
7. Licensee shall not, and shall not permit, abet or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the Product.
8. Licensee shall be solely responsible for the use of the Product. Licensee undertakes to use the Product in compliance with this Agreement and all applicable laws and regulations. [Licensee shall indemnify and hold harmless Licensor,its directors, officers, employees or affiliates from and against any liability for the aforesaid. Licensor, its directors, officers, employees or affiliates will not be liable for any damage, expense, cost or loss, direct or indirect,out of pocket or otherwise, caused, directly or indirectly, in whole or in part, by, or in connection with, the execution, performance or termination of this Agreement, or the installation, use, operation, testing or review of the Product by Licensee, and Licensee hereby absolutely and irrevocably waives any demand,claim or suit against Licensor, its directors, officers, employees or affiliates relating to such damage, expense, cost or loss.] The provisions of this Agreement allocate the risks between Licensor and Licensee,and the terms of the license here under reflect this allocation of risk and the exoneration from liability specified herein.
9. LICENSEE ACKNOWLEDGES AND CONFIRMS THAT LICENSOR DOES NOT WARRANT TO LICENSEE ANY WARRANTY WHATSOEVER REGARDING THE PRODUCT, ITS USES AND APPLICATIONS, ITS PERFORMANCE or IT BEING ERROR- OR FAILURE-FREE. THE USE AND TESTING OF THE PRODUCT ARE AT LICENSEE'S SOLE RISK.
10. UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PRODUCT, OR ANY OTHER SERVICES PROVIDED HERE UNDER.
Confidentiality; Competitive Products:
11. Both during the term of this Agreement and thereafter, Licensee will not disclose to any third party and not use (except for the limited purpose under this Agreement) any information disclosed to it by Licensor in any form whatsoever which is designated or marked as confidential or proprietary or that is confidential by its nature ("Confidential Information”).
12. Whether during the term of this Agreement or after its termination, upon Licensor’s request Licensee shall immediately cease all use of the Product and shall return all copies of the Product and any other Confidential Information, including without limitation all notes, memoranda or other writings or documentation which contain or pertain to the same, to Licensor. Specifically, the particular terms and conditions of this Agreement are confidential and shall not be disclosed without the prior written consent of Licensor, and no public announcements relating to this Agreement shall be issued by Licensee.
13.Licensee is prohibited from, and shall not, develop, market or sell any product that supports substantially similar functionality as the Product based on or derived in any way from the Product or from the benefits of know how resulting from access to or work with Licensor’s Confidential Information.
14. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements with respect thereto. This Agreement shall be governed by the laws of the State of New York and the authorized court of law in New York, New York shall have exclusive jurisdiction over any disputes between the parties. Provisions of this Agreement which, by their nature, must remain in effect beyond the termination of this Agreement shall survive. No delay, omission, or failure to exercise any right or remedy provided herein shall be deemed to be a waiver thereof or an acquiescence in the event giving rise to such right or remedy, but every such right or remedy maybe exercised, from time to time as may be deemed expedient by the party exercising such remedy or right. If any provision herein is ruled too broad in any respect to permit the full enforcement thereof, or if any provision herein is ruled in violation of Israeli law, then such provision shall be limited only so far as it is necessary to allow conformance to the law, and as so limited shall be deemed a part hereof herein. If any invalid provision may not be so limited, such provision shall be deleted from the Agreement, but the remaining provisions shall remain in full force and effect. Neither this Agreement or any of Licensee's rights granted herein may be assigned or transferred by Licensee without the prior written permission of Licensor and any attempt to do so shall be without effect. Licensee understands that the Product may be a regulated commodity under the export control laws of the United States, as amended from time to time, and the regulations there under, and may require a license to export such. Licensee is solely responsible for any required export license,and shall obtain any such required license(s).
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