Pilot Terms of Service

Last updated: August 7, 2017

 

The following Pilot License Agreement  (“Pilot Terms”) govern the use of and access to the Mirror Service operated and provided by Mirror Technologies Inc. (“Mirror”). Your right to access and use the Service is expressly conditioned on acceptance of these Terms.

BY ACCEPTING THESE TERMS, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY USING THE MIRROR SERVICE, OR BY EXECUTING A PILOT ORDER FORM THAT REFERENCES THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS. THE TERMS AND THE APPLICABLE PILOT ORDER FORM (“ORDER“) SHALL BE COLLECTIVELY KNOWN AS THE “AGREEMENT.”

1. DEFINITIONS

1.1 “Authorized User” means Customer’s employees or authorized contractors (a) whose duties require access to or use of the Mirror Service or Confidential Information, and (b) whose legal obligations to protect confidential and proprietary information require protection of the Mirror Service and Confidential Information to at least the same extent as set out in this Agreement.

1.2 “Evaluation Period” means the period set forth in the Order to which this Agreement is referred.

1.3 “Mirror Materials” means all materials created, developed and provided to Customer in connection with or arising from the Service or the Agreement, including, but not limited to, all ideas, concepts, inventions, systems, platforms, software, interfaces, methods, processes, algorithms, know-how, trade secrets and other technologies and information that are used in providing the Service (including any correction, improvement, derivative work, extension or other modification to the Service made, created, conceived or developed by, including at Customer’s request or as a result of feedback provided by Customer).

1.4 “Service” or “Mirror Service” means the hosted service and Mirror Materials made available to Customer and any associated documentation, services and functionality.

2. LICENSE

Subject to Customer’s compliance with the terms and conditions of this Agreement, Mirror grants Customer a nonexclusive, non-transferable, terminable, limited, non-sub-licensable license to use and operate the Mirror Service solely for the purpose of evaluating the Service’s capabilities, solely during the Evaluation Period. The Mirror Service is the proprietary information of Mirror which retains exclusive title to its intellectual property rights in the Service. Customer’s rights to the Mirror Service are limited to those expressly granted above and Mirror reserves all rights not expressly granted in this Agreement. The rights granted to Customer above are conditional upon Customer’s compliance with the following obligations: (a) Customer will not copy the Service or Mirror Materials, in whole or in part, except as expressly authorized in this License; (b) Customer will not disassemble, decompile, reverse engineer, modify or create derivative works of the Service nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law; (c) Customer will not allow access or use of the Service by, and will not display the Service’s user interfaces to, anyone other than the Authorized Users; (d) Customer will not disclose to any third party any comparison of the results of the operation of Mirror’s products with other products.

 3. CONFIDENTIALITY

Confidential Information” means any and all information that is disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, (i) which is identified as being proprietary and/or confidential at the time of disclosure or (ii) that 
is of a nature that should reasonably be considered to be confidential or proprietary. Each party shall not use the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations under the Agreement. Except as otherwise permitted expressly by the Agreement, each party shall not disclose the other party’s Confidential Information to any third party except to those of its employees and contractors that need to know such Confidential Information for the purposes of the Agreement, provided that each such employee and contractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all Confidential Information of the other party in its possession or control, but in no event less than the efforts that party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement or (ii) on an as-needed, confidential basis to its legal or financial advisors. In addition, each party may disclose the provisions of the Agreement: (a) as required under applicable securities regulations and (b) on a confidential basis to current or prospective investors or acquirers of such party.

4. DISCLAIMER OF WARRANTY

MIRROR PROVIDES THE SERVICE UNDER THIS AGREEMENT ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, MIRROR MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

 5. INDEMNIFICATION

Mirror agrees to indemnify, defend and hold Customer and its Affiliates and their respective directors, officers, employees and contractors (collectively, the “Customer Entities”) harmless from and against any liabilities, damages or expenses resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Mirror is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. The foregoing obligations do not apply with respect to portions or components of the Service (i) made in whole or in part in accordance with Customer specifications, (ii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iii) where Customer’s use of the Service is not strictly in accordance with this Agreement.

 6. LIMITATION OF LIABILITY

MIRROR WILL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER OR TO ANY THIRD PARTY WITH RESPECT TO THE SERVICE OR ANY SUBJECT MATTER RELATED TO THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (i) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (ii) FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, EVEN IF MIRROR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (iii) AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IN EXCESS OF ANY FEES PAID BY CUSTOMER.

7. GENERAL

Customer has no right to assign this License. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The parties agree that the federal and state courts in New York, New York will have exclusive jurisdiction and venue under the Agreement, and the parties hereby agree to submit to such jurisdiction exclusively. In any action or proceeding to enforce or interpret these Terms, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

 

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