PUREWRX TRY & BUY PROGRAM TERMS
This agreement (“Agreement”) between you (“you” or “Customer”), and either PureWrx INC (in the U.S.) or PureWRX BV (in EMEA and APAC.), as applicable (“PureWRX”) governs the provision and your use of the Try and Buy Products and is effective upon your acceptance hereof.
- PURPOSE. PureWrx may provide Customer with hardware and software products (“Products”) for your internal evaluation as quoted by PureWrx at no charge. You have a non-transferable right to use, perform and execute the Products solely for internal evaluation and testing purposes. Subject to the Channel Partners provision below, you will not use or allow the use of the Products in any manner other than for the Purpose. You shall not, and shall not offer to, lease, sublicense, encumber, sell, assign or otherwise transfer or dispose of the Products, or move the Products from the original ship-to location, except Channel Partners (defined below) may be authorized to provide the Products to End-User as expressly permitted in the Customer Specific Terms for Channel Partners below.
- Proprietary Rights and Ownership. Customer acknowledges, and will cause its end user to acknowledge, that by virtue of this Agreement, Customer and end user acquire only the rights expressly granted under this Agreement for so long as it is in effect. Customer or its end user do not acquire any rights of ownership or title in the Try and Buy Products or to any Juniper confidential or proprietary information, which shall remain the sole property of Juniper and/or its licensors.
- Limited Software Try and Buy License. Customer is granted a revocable, non-transferable, non-exclusive, non-assignable license for the Try and Buy Period solely for the internal evaluation use subject to the license and all restrictions set-forth in this Amendment. The foregoing license grant is made; provided, that Customer will not, and will cause its end user to not: (a) modify, translate, reverse engineer, decompile, disassemble, otherwise attempt to derive source code from or create derivative works based on the Try and Buy Products; (b) make unauthorized copies of the Try and Buy Products; (c) rent, transfer or grant any rights in any copy of the Try and Buy Products, including any accompanying documentation, in any form to any person or entity outside Customer’s business entity, as the case may be, or use the Try and Buy Products on behalf of any such person or entity without the prior written consent of PureWRX; (d) remove any proprietary notices, labels or marks on or in any copy of the Try and Buy Products, including the accompanying documentation; or, (e) use each license of the Try and Buy Products in more than one chassis having a single processing unit. No rights are granted with respect to any Try and Buy Products source code. The foregoing license will terminate automatically upon termination or expiration of the Try and Buy Period.
- EVALUATION PERIOD. The “Evaluation Period” starts from when Customer receives equipment, as determined by the carrier’s reported delivery date, and will continue for sixty (60) days as agreed between the Parties unless terminated in writing prior to that time. At the end of the Evaluation Period, Customer will either: (a) return the Products in accordance with PureWrx’s instructions in good condition, reasonable wear and tear excluded or (b) pay the full purchase price of the Products within 30 days of the end of the Evaluation Period. In order to return the Products in accordance with section (a), Customer must contact PureWrx within five (5) days of the end of the Evaluation Period to obtain a Return Authorization Number prior to shipping the Products. Once Customer obtains a Return Authorization Number, Customer must ship the Products and provide a valid tracking number from a reputable carrier to PureWrx within ten (10) days. If Customer does not to return the Products within the prescribed timeline, and without limiting PureWrx’s other remedies, PureWrx shall automatically invoice Customer for the purchase price of the Products.
- TITLE AND RISK OF LOSS. Title to the hardware Products shall remain with PureWrx until Customer has paid the purchase price in accordance with Section 2 above. The risk of loss and damage to the Products shall be with Customer while in Customer’s possession. Customer shall maintain reasonable insurance coverage for the Products until returned to PureWrx, and Customer will provide PureWrx with a valid certificate of insurance upon request.
- WARRANTY DISCLAIMER. THE PRODUCTS ARE PROVIDED “AS IS,” WITH ALL FAULTS. PUREWRX DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
- Evaluation Test Results (Reporting and Ownership). If requested in writing by PureWRX, Customer will, and Customer will cause its end user to, pursuant to the subsections below, provide PureWRX with a report concerning end user’s evaluation and testing of the Try and Buy Products.
a. Reporting. Within a reasonable period of time following PureWRX’s request, Customer and end user shall provide PureWRX with suggestions, comments and feedback in written form regarding its use of the Try and Buy Products, including but not limited to, usability, bug reports and test results. Customer and end user shall not disclose results of any such report provided to PureWRX to third parties without PureWRX’s prior written consent. PureWRX agrees not to disclose the source of any such report to third parties without Customer’s prior written consent, which consent shall not be unreasonably denied.
b. Ownership. If the report Customer or end user provides to Juniper contains any information end user considers its proprietary or confidential information, end user shall identify and mark such information with a proprietary or confidential legend at the time it provides such report to Juniper, and such proprietary or confidential information provided under this section will be treated by PureWRX as end user’s confidential information.
c. License to Use. For any information provided by end user or Customer to PureWRX under Subsection 7.a above, and not identified and marked as Customer or end user’s proprietary or confidential information pursuant to the foregoing Subsection 7.b, Customer grants, and Customer will cause its end user to grant, Juniper, under all of the grantor’s intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights to: (a) make, use, copy, modify, and create derivative works of, any such information as part of any Juniper product offerings; (b) publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of any such information (and derivative works thereof) as part of any Juniper product offerings; and, (c) solely with respect to grantor’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties. For purposes of this Subsection 7.c, Juniper’s “product offerings” shall mean, individually and collectively, (aa) any Juniper product, technology, service or component of any of the foregoing, including pre-release and commercially released versions, (bb) any specification or other proposal for any such product, technology, service or component; and (cc) any Juniper documentation.
- LIMITATION OF LIABILITY. PUREWRX, ITS AFFILIATES, AND SUBCONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS; LOSS OF USE; LOSS OR USE OF DATA; OR BUSINESS INTERRUPTION OF ANY KIND. PUREWRX’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING OUT OF OR IN CONNECTION WITH AN AGREEMENT WILL NOT EXCEED THE LESSER OF: (A) THE LIST PRICE OF THE APPLICABLE PRODUCTS GIVING RISE TO THE CLAIM; OR (B) $50,000 USD. THESE LIMITATIONS APPLY WHETHER ARISING UNDER CONTRACT, TORT, WARRANTY OR ANY OTHER THEORY OF
LIABILITY, EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- INTELLECTUAL PROPERTY RIGHTS. All rights, titles and interests to Manufacturer’s intellectual property, including without limitation those embodied in the Products, remain with Manufacturer. Customer will not use the name of Juniper Networks nor any Juniper Networks trademarks, trade names, service marks, or quote the opinion of any Juniper Networks employee in any advertising or otherwise without first obtaining the prior written consent of Juniper Networks.
- COMPLIANCE WITH LAWS. You will comply with all laws and regulations applicable to your use of the Products in any country in which you conduct business, including without limitation any laws relating to taxes, U.S. and applicable local export and sanctions laws, and anti-bribery or competition laws (“Applicable Laws”). The Products are for your own use, and you will not, and will not allow, the Products to be exported, re-exported, sold or transferred (i) to U.S. embargoed countries (including without limitation, North Korea, Cuba, Iran, Syria, and Crimea) or (ii) without a license where such license is required by Applicable Laws.
- CONFIDENTIALITY AND NON-DISCLOSURE. Customer agrees to protect PureWrx’s confidential information with the same degree of care, but no less than a reasonable degree of care, as Customer uses with respect to its own confidential information. Customer will not disclose the confidential information of PureWrx without the prior written consent of PureWrx. “Confidential Information” means any oral, written, graphic or machine-readable information disclosed by PureWrx that should be reasonably understood to be confidential.
- TERMINATION AND DATA BACKUP AND REMOVAL. Either party may terminate an Agreement and the rights granted hereunder at any time upon written notice. All confidentiality obligations will survive termination. Upon termination, Customer shall promptly return the Products as directed by PureWrx. At any time, PureWrx may require that the Products be returned. CUSTOMER MUST BACKUP ANY DATA OR SOFTWARE AND REMOVE ANY CONFIDENTIAL, NON-PUBLIC OR SENSITIVE DATA (“COVERED DATA”) FROM THE PRODUCTS PRIOR TO SURRENDERING THEM TO PUREWRX. UNDER NO CIRCUMSTANCES WILL PUREWRX BE LIABLE FOR LOST DATA OR SOFTWARE, FOR COSTS ASSOCIATED WITH DATA OR SOFTWARE RESTORATION, FOR ANY DISCLOSURE OF CONFIDENTIAL OR SENSITIVE DATA RESIDING ON THE PRODUCTS OR UTILIZED IN THE SERVICES OR FOR ANY LEGAL OR COMPLIANCE REQUIREMENTS OR SPECIAL RULES THAT MAY APPLY TO THE COVERED DATA.
Customer agrees to indemnify, defend and hold harmless PureWrx from any and all claims or liability against PureWrx arising from any Covered Data that may be on the Products.
- GOVERNING LAW. THESE PROGRAM TERMS, ANY AGREEMENT AND ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND PUREWRX, including their affiliates, contractors, and agents, and each of their respective employees, directors, and officers (a “Dispute”) will be governed by the laws of the State of Texas (or by U.S. federal Try It Program Terms US 26OCT2020 Page 4 of 5 Confidential laws if you are a Federal End User), without regard to conflicts of law. The UN Convention for the International Sale of Goods will not apply.
- GENERAL. These Program Terms and any associated Agreement (GENERAL TERMS and applicable CUSTOMER-SPECIFIC TERMS) constitutes the entire agreement between you and PureWrx regarding the Products. Customer will not transfer or assign an Agreement. PureWrx and Customer are independent contractors and neither is a legal representative or agent of the other.
Customer-Specific Terms apply to you if you are a channel partner. If there is a conflict, the Customer Specific Terms will take precedence over the General Terms.
CUSTOMER SPECIFIC TERMS
Additional terms applicable to Resellers, Distributors, System Integrators, OEM Customers and other Channel Partners (“Channel Partners”)
PureWrx may provide, or may authorize you to provide, the Products to your customer or potential customer (each, “End User”) for the Purpose. You must provide the End User’s name and address, and any other information requested by PureWrx. Products may be provided to an End User only if the End User has agreed in writing to these Program Terms. For the foregoing purpose, the applicable references to “you” or “Customer” in an Agreement shall mean “End User”. You shall ensure End User agrees and complies with these Program Terms and all Applicable Laws, and you are responsible for End User’s failure to comply with such terms and Applicable Laws. You shall indemnify and hold PureWrx harmless against any claims arising out of End User’s noncompliance with these Program Terms or use of the Products.
For the avoidance of doubt, you remain PureWrx’s sole contractual partner under an Agreement and as such are solely responsible for returning the Products to PureWrx at the end of the Evaluation Period unless you have purchased the Products.
The Customer acknowledges that they have read this Agreement, understand it, and agree to be bound by its terms and conditions. Further, they agree that this Agreement is the complete and exclusive statement of the agreement between the parties, superseding all proposals or other prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. Once signed, any copy of this Agreement made by reliable means (such as photocopy, facsimile, or electronic scan) will be considered an original of this document.