Olifano Terms And Conditions
2100 Park Avenue, 683021
Park City, UT 84060
1. Proof of Concept.
1.1 Eligibility and Registration. The PoC is open only to individuals who we have invited to participate in it. You must register for the PoC by providing accurate information as prompted (i.e., your name and email address), which registration we will approve or decline. If we approve your registration, you will then be provided access to the PlugIn. You are entirely responsible for any and all activities that occur under your registered instance of the PlugIn. You may not use anyone else’s instance or share your instance at any time.
1.2 Information Collection and Use. In addition to the information collected during registration, Olifano may capture your browsing history (if you enable this feature) and the URL of pages visited using the PlugIn, and store and use all such information to facilitate your use of the PlugIn. We may also use or share such information for our current and future product development, research, legal compliance, and QA testing. We will not use or share your name or email address except to conduct and administer the PoC (and the results thereof) or as required by law. We may also share any information with an actual or potential assignee of these Terms, such as a company that acquires us. We have no obligation to retain any data or information that you may have provided to us. You agree to all such collection, use, and sharing, and will take any further acts to effect the intent of this Section requested by Olifano.
1.3 Third-party Content. The PlugIn provides links to content provided by third parties. We have no obligation to monitor, we do not endorse, and we are not liable for any third-party content.
1.4 No Fees. You do not have to pay Olifano any fees for your participation in the PoC. Olifano will not compensate you in any way for your participation in the PoC.
2. Term and Termination. These Terms will take effect when you begin your participation in the PoC and remain in effect until the sooner of: (a) our announcing the completion of the PoC or (b) termination of these Terms by either party, which will be effective upon written notice of termination given by one party to another. Upon termination, unless the parties agree otherwise in writing, you will immediately uninstall and delete all copies of the PlugIn. The license to the PlugIn will terminate immediately upon the termination of these Terms. Sections 1, 3.3, 3.4, and 4 through 7 of these Terms will survive termination.
3. License and Ownership.
3.1 License Grant. Subject to your compliance with these Terms, Olifano grants you a limited, revocable, royalty-free, non-transferable, non-sublicensable, and non-exclusive license to use the PlugIn during the term of the PoC solely for purposes of testing and evaluation. These Terms do not entitle you to use the PlugIn for purposes other than the PoC; any such use will require you to enter into a separate agreement with Olifano.
3.2 Restrictions. You will not: (i) reverse engineer, reverse assemble, decompile, modify, translate or otherwise create derivative works from the PlugIn, or attempt to discover any source code or underlying ideas or algorithms of the PlugIn; (ii) attempt to disable, defeat or circumvent any copyright protection mechanisms built into the PlugIn; (iii) use or access the PlugIn for commercial purposes, in particular the development of a competing product; (iv) reproduce, distribute, publicly display or publicly perform the PlugIn; or (v) license, sell or otherwise exploit or allow others to access the PlugIn.
3.3 Ownership. Olifano is and will remain the exclusive owner of all patents, copyrights, trademarks, trade secrets, and other intellectual property and other rights in and to the PlugIn. All rights not specifically granted to you in these Terms are reserved by Olifano. The PlugIn is licensed and not sold.
3.4 Suggestions. You may provide, from time to time, to Olifano suggestions as to changes or modifications to PlugIn or Olifano’s business or products generally, whether solicited by Olifano or not (“Suggestions”). Olifano will have (and you hereby grant) the non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit all such Suggestions in its discretion and without restriction for any purpose known or hereafter invented, including, but not limited to, by incorporation of the Suggestions into the PlugIn or other products for assignment, license, sale or other transfers to others, and Olifano will have no obligation to compensate or credit you.
4. Confidential Information. In the course of the PoC, you may be exposed to confidential information of Olifano that is designated as confidential or due to its nature, you should know is confidential (“Confidential Information”). Confidential Information includes the PlugIn, its performance and functionality, and your experience with it. You will not use the Confidential Information except as strictly necessary to participate in the PoC. Without limitation, you will not make any public statement regarding the PoC or your use of the PlugIn. You will not disclose the Confidential Information to any third party and will take reasonable precautions to protect the confidentiality of the Confidential Information. If you are required by applicable law to disclose any Confidential Information, you will give Olifano reasonable advance notice to seek confidential treatment or otherwise protect its Confidential Information. Upon Olifano’s request, or upon termination of these Terms, you will return and delete from your computer systems all Confidential Information (including any copies, summaries, extracts and other forms thereof) within your possession or control.
5. DISCLAIMER OF WARRANTIES. THE PLUGIN AND PoC ARE PROVIDED ON AN “AS IS” BASIS. OLIFANO DOES NOT REPRESENT OR WARRANT THAT THE PLUGIN OR ITS USE (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. OLIFANO MAKES NO WARRANTY THAT USE OF THE PLUGIN WILL COMPLY WITH ANY LAW; YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS. OLIFANO MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT. OLIFANO FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING BY STATUTE, COURSE OF DEALING, CUSTOM OR USAGE, TRADE PRACTICE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT OR SIMILAR LAW, AS IN EFFECT ANYWHERE.
6. LIMITATION OF LIABILITY. IN NO EVENT WILL OLIFANO BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CAUSE OF ACTION FROM WHICH THEY ARISE), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA OR USE, DAMAGES FROM DISCLOSURE OR UNAUTHORIZED USE OF PERSONAL DATA, FOR INTERRUPTED COMMUNICATIONS OR NETWORK OUTAGES, OR FROM ANY DEFECT, ERROR OR MALFUNCTION OF THE PLUGIN, OR YOUR OTHER SOFTWARE, HARDWARE OR EQUIPMENT, EVEN IF OLIFANO OR ANY OTHER HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF CIRCUMSTANCES CAUSE A REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF OLIFANO ARISING FROM, RELATING TO, OR IN CONNECTION WITH THESE TERMS EXCEED THE AMOUNT PAID TO OLIFANO BY YOU OR $100, WHICHEVER IS GREATER, EVEN IF OLIFANO OR ANY OTHER PARTY HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH LIABILITY, YOU DOES NOT RECEIVE THE BENEFIT OF THE BARGAIN, OR IF CIRCUMSTANCES CAUSE A REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION 6 FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
7. General Provisions.
7.1 Choice of Law. These Terms will be governed by and construed in accordance with the laws of the State of California, without regard for its conflict of laws principles. Any claim or action connected with, arising from, or relating to these Terms must be filed only in a federal or state court located in the County of Los Angeles, State of California, and the parties irrevocably consent and submit to the personal jurisdiction of such courts and waive any claim that such courts are an inconvenient forum or venue.
7.2 Notices. Any notices required under the provisions of these Terms must be given in writing by way of email to the following addresses: (a) for notices to Olifano, to and (b) for notices to you, the email address you provided during registration. Notices will be effective when sent.
7.3 Miscellaneous. You will not assign, delegate or otherwise transfer your rights or obligations under these Terms, by operation of law or otherwise, without the prior written consent of Olifano. Olifano will have the right to freely assign its rights and delegate its obligations in these Terms. These Terms will be binding upon and will inure to the benefit of the parties and their permitted successors and assigns. These Terms (including, without limitation, all Exhibits) constitutes the entire agreement, and supersedes any and all prior and contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of these Terms, all of which are hereby merged into these Terms. No amendment to these Terms or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the party or parties to be bound thereby. Failure to promptly enforce a provision of these Terms will not be construed as a waiver of such provision. Neither party to these Terms is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party, or to bind such other party in any manner. Nothing contained in these Terms will be deemed to create any third party beneficiary right upon any third party whatsoever. Each of the parties acknowledges that it has had the opportunity to have these Terms reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of these Terms should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein. The headings to Sections of these Terms are for convenience or reference only and do not form a part of these Terms and will not in any way affect its interpretation. Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise.