Fast Start Terms
This Agreement (“Agreement”) is made by and between CareAR, Inc., a Delaware corporation having a principal place of business at 5830 Granite Parkway #100, Suite 355, Plano, Texas 75024 (“CareAR”) and the customer (“Customer”) identified on https://carear.com/account-activation/ (“Activation Page”) and is effective as of the date accepted via the click-through box on the Activation Page.
In consideration of the mutual promises hereunder, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
- Title, Limited License. Subject to Customer’s compliance with the terms and conditions of this Agreement, CareAR grants Customer a personal, non-exclusive, non-transferable, non-sublicensable right and license to use the Product for the purpose of the Evaluation during the term of this Agreement. Customer has no other rights to Product and, in particular, may not (a) distribute, transmit, copy, modify, create derivatives of, disassemble, decompile, or reverse engineer the Product; (b) activate any software delivered with the Product in an inactivated state; or (c) allow others to engage in the foregoing. Title to the Product and all copyrights and other intellectual property rights in and to the Product and any copies and modifications thereof shall at all times reside solely with CareAR and/or its licensors.
- Maintenance/Support. CareAR, in its sole discretion, may make limited support or assistance for the Product available to Customer and Customer will cooperate with the CareAR team to avoid any service interruptions of the Product. Notwithstanding the foregoing, Customer acknowledges and agrees that CareAR (a) is not obligated to provide any support and (b) shall have no liability for its failure to (i) provide support for the Product or (ii) use reasonable efforts to identify and remedy deficiencies, bugs or problems with the Product.
- Confidential Information. Customer agrees (a) not to disclose or otherwise make available the Product including any related materials, photographs, descriptions, specifications, Product surveys, reports, or other information concerning the Product or this Agreement, in whole or in part, to any person outside Customer’s organization without the prior written approval of CareAR, and (b) to limit access to the Product, including any related materials, to those employees within Customer’s organization who are participating in the Evaluation and who have been informed of and agreed to the requirements of this paragraph of this Agreement in writing. Customer agrees not to disclose any confidential information of Customer or any third party to CareAR as part of the Evaluation. Customer understands that any Customer information received by CareAR or used in the Evaluation will be considered confidential. Customer’s obligations under this Section shall survive any termination or expiration of this Agreement. Customer will not make any news release, public announcement, or otherwise advertise or publicize the Product, this Agreement or its subject matter with the prior written approval of CareAR.
- Warranty Disclaimer. THE PRODUCT MAY (A) HAVE LIMITED FEATURES; (B) FUNCTION FOR A LIMITED PERIOD OF TIME; OR (C) HAVE OTHER LIMITATIONS NOT CONTAINED IN A COMMERCIAL VERSION OF THE PRODUCT. THE PRODUCT IS PROVIDED “AS IS” AND CAREAR, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CAREAR, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCT, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE PRODUCT OR THAT THE PRODUCT WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT IS AT CUSTOMER’S OWN DISCRETION AND RISK. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER RESULTING FROM THE USE OF THE PRODUCT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCT REMAINS WITH CUSTOMER. CAREAR DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. CAREAR CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. CAREAR MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE PRICING OR FUTURE AVAILABILITY, IF ANY, OF THE PRODUCT.
- LIMITATION OF LIABILITY. CAREAR SHALL HAVE NO LIABILITY FOR DAMAGE TO OR DEFICIENCIES IN PERFORMANCE OF NON-CAREAR PRODUCTS RESULTING FROM THE USE OF THE PRODUCT. IN ADDITION, CAREAR SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF THE GREATER OF ALL AMOUNTS PAYABLE UNDER THIS AGREEMENT OR FIFTY DOLLARS ($50.00), NOR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF PROFITS, OR THE LIKE) ARISING OUT OF OR RELATING TO PERFORMANCE HEREUNDER, INCLUDING WITHOUT LIMITATION COSTS ASSOCIATED WITH RECREATING, RELOADING, OR REPLACING LOST OR DAMAGED DATA OR EQUIPMENT, WHETHER THE CLAIM SOUNDS IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR ANY OTHER LEGAL THEORY AND REGARDLESS WHETHER ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
- Term and Termination. This Agreement shall commence upon activation of Customer’s subscription to the Product for a period of one-year and will renew thereafter on a month-to-month basis until either party gives notice of non-renewal. Notwithstanding the above, if Customer and CareAR enter into a definitive order and agreement to acquire a commercially available version of the Product (a “Definitive Agreement”), this Agreement will automatically terminate.
- No Assignment. Neither this Agreement nor the limited rights granted herein may be assigned by Customer.
- Severability, Waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, all other provisions hereof shall remain in full force and effect, and be interpreted to the extent possible consistent with the intent of the parties expressed by this Agreement. Failure or delay of any party to exercise any right or remedy under this Agreement or to require strict performance by another party of any provision of this Agreement shall not be construed to be a waiver of any such right or remedy or any other right or remedy hereunder.
- Governing Law. This Agreement shall be construed in accordance with the laws of the state of New York, U.S.A. without giving effect to its conflicts of law provisions.
- Entire Agreement. This Agreement constitutes the entire agreement among the parties in connection with the subject matter hereof, and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No amendment to or modification of this Agreement will be binding unless it is in writing and signed by a duly authorized representative of each of the parties.