You hereby agree to the following terms in consideration of receiving the solid model(s) (the “Models”) you have requested:
- Raptor Workholding Products, Inc. (the “Company”) is providing the Models to you for the sole purpose of helping you determine which Company product(s) to purchase and to assist you in programming your machine operations to use the Company product(s) you actually purchase from Company (collectively, the “Business Purpose”). In connection with the foregoing, the Company hereby grants you a limited, terminable, personal, indivisible, non-exclusive, non-assignable, non-transferable, royalty-free license (the “License”) to use the Models solely for the Business Purpose, subject to the restrictions set forth hereunder.
- The Models constitute Intellectual Property and Confidential Information of the Company. Title to the Models, and the Intellectual Property embodied therein, shall always remain with the Company, and you shall not acquire any interest therein except the limited right to use the same pursuant to this Agreement. You will keep strictly confidential all of Company’s Confidential Information and will not, directly or indirectly, use or disclose to such Confidential Information at any time. For purposes hereunder, “Intellectual Property” means all United States and worldwide trademarks, service marks, trade names, trade dress, logos, copyrights, rights of authorship, inventions, mask work rights, moral rights, patents, rights of inventorship, all applications, registrations and renewals in connection with any of the above, database rights, know-how, trade secrets, rights of publicity, privacy and/or defamation, rights under unfair competition and unfair trade practices laws, and all other intellectual and industrial property rights related thereto; and “Confidential Information” means any and all information and material that is proprietary to the Company, whether or not marked as ‘confidential’ or ‘proprietary’ and whether or not in electronic form and which is disclosed (orally or otherwise) to or obtained by you which relates to the Company’s past, present or future research, development, financial, technological or business activities including, but not limited to, the discloser’s research, designs, know-how, inventions, copyrightable material, patentable material, trademarkable material and other intellectual property and trade secrets.
- Notwithstanding the License, you shall not directly or indirectly: (a) decompile, disassemble, analyze or otherwise reverse engineer any portion of any Models; (b) modify the Models in any way or create derivative works; (c) further distribute the Models to any third party outside of your company; (d) distribute any enhancements, improvements or derivative works based upon the Models or any product of the Company; (e) copy, review or analyze the Models for the purposes of creating or which results in the creation or development of other technology, or other tools, products or services, which are functionally, visually or otherwise identical or similar to the Models or any products of the Company; (f) remove or obscure any Company copyright, trademark, patent, and/or other proprietary rights notices; (g) grant any sublicenses or any other subsidiary uses of the Models; and/or (h) sell or otherwise receive direct or indirect financial benefit from the Model.
- In relation the Models (collectively, ideas) provided, any Intellectual Property development, in whole or in part, by you, shall be owned by Company. You hereby irrevocably, absolutely and perpetually assign, transfer and convey to Company all of your right, title and interest worldwide in and to any Ideas and waive all “moral rights”; “artists right” and “droit morale” relative thereto.
- The Company reserves the right to refuse to provide Models to a party in its sole discretion, for any reason or no reason. This Agreement and the License may be terminated at any time by Company by providing you with written notice of termination.
- The Models may not be identical to the Company’s actual products. The Company accepts no responsibility for any errors, collisions and/or damage caused by the Models or as a result of differences in the Models versus the actual products. You shall bear sole responsibility of comparing the Models to the actual products. The Models are for education purposes only and should not be used as a substitute or proxy for Company’s actual products that you would purchase from Company for commercial use. The Models are provided for your convenience and reference only. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE MODELS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR BASED ON COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE.
- THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL PUNITIVE OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY ARISING OUT OF OR RELATED TO THE MODEL, THIS AGREEMENT, THE BREACH THEREOF, THE USE OR INABILITY TO USE THE MODELS AND/OR ANY PRODUCTS OF THE COMPANY, ANY TRANSACTIONS RESULTING FROM THIS AGREEMENT, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS HOWEVER CHARACTERIZED AND/OR FROM ANY OTHER CAUSE WHATSOEVER. THE COMPANY’S MAXIMUM LIABILITY, FOR INDEMNITY, DAMAGES OR OTHERWISE RELATIVE TO THE MODEL AND THIS AGREEMENT IS THE AMOUNT OF MONEY PAID TO IT BY YOU.
- You acknowledge that the Company will be irreparably harmed and money damages would be inadequate compensation to the Company in the event you breach or threaten to breach any provision of this Agreement. Accordingly, all of the provisions of this Agreement shall be specifically enforceable, and the Company shall be entitled to injunctive relief against you, in addition to other available remedies, for your breach or threatened breach of any provision of this Agreement, all without the need to provide notice or post a bond.
- This Agreement constitutes the entire agreement between you and the Company regarding the subject matter set forth herein. It supersedes any oral or written agreements or discussions and can only be modified by a writing signed by you and Company. This agreement may not be assigned by you without the prior written consent of the Company and shall be binding on and insure to the benefit of the parties and their permitted successors, assigns and heirs.
- This Agreement shall be interpreted and enforced according to the substantive laws of the State of California, USA without application of its conflicts or choice of laws rules. Except in the case of seeking injunctive or equitable relief, each Party irrevocably submits to the jurisdiction of the state and federal courts located in Los Angeles County, California, USA for any action or proceeding regarding this Agreement, and each Party irrevocably waives any objection to the jurisdiction venue or inconvenient forum of the courts in Los Angeles County, California, USA. In the event a dispute arises regarding this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and expenses incurred in addition to any other relief to which it is entitled. If any provision of this Agreement is held to be invalid or unenforceable, in whole or in part, the remaining portions shall continue to be valid and will be performed, construed and enforced to the fullest extent permitted by law.