Legal Consent* IMPORTANT – PLEASE READ CAREFULLY: BY CLICKING “I ACCEPT” BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS SPECIFICATIONS ACCESS AGREEMENT (“AGREEMENT”). IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, CLICK “I DO NOT ACCEPT” AND DO NOT ACCESS OR USE THE RIGADO READY SPECIFICATIONS.
Upon acceptance of this Agreement, Company will be directed to register for access to the Rigado Ready Specifications described herein.
In consideration of the mutual promises contained in this Agreement, Rigado and Company hereby agree as follows:
1. DEFINITIONS
“Company” or “You” means the individual or entity accepting this Agreement and registering for access to the Rigado Ready Specifications.
“Feedback” means all comments, feedback, suggestions, and ideas Vendor provides to Rigado concerning the Rigado Ready Specifications.
“Permitted Purpose” means Company’s internal testing and evaluation of the Rigado Ready Specifications in connection with the potential interaction of Company’s products with the Rigado-Enabled Networks.
“Rigado” means Rigado Inc., a Delaware corporation.
“Rigado Ready Specifications” means the technical specifications, documentation, and related materials provided by Rigado that describe the requirements for internet of things (“IoT”) devices to integrate with Rigado-Enabled networks.
“Rigado-Enabled Networks” means wireless networks and related services that utilize Rigado technology to enable connectivity for IoT devices.
2. LICENSE
2.1 License Grant. Subject to the terms and conditions of this Agreement, Rigado grants Company a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Rigado Ready Specifications solely for the Permitted Purpose.
2.2 Feedback. Company agrees that any Feedback it gives to Rigado is voluntary and Rigado is free to use, disclose, reproduce, license, distribute, and otherwise exploit and commercialize the Feedback without any obligations or restrictions of any kind, including intellectual property rights.
2.3 Updates. Company acknowledges that Rigado may update or modify the Rigado Ready Specifications at any time in its sole discretion and that updates may adversely affect Company’s use of the Rigado Ready Specifications. Company’s sole and exclusive remedy for any harm or damage caused by or due to any update or modification is to terminate this Agreement pursuant to the terms set forth herein.
2.4 Restrictions of Use of Rigado Ready Specifications. Company will not, and will not permit any third party to: (a) used the Rigado Ready Specifications for any reason other than the Permitted Purpose; (b) share, distribute, disclose, or otherwise make available the Rigado Ready Specifications to any third party without Rigado’s prior written consent; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Rigado Ready Specifications; (d) copy, reproduce, modify, adapt, translate, or create derivative works based upon the Rigado Ready Specifications, except as expressly authorized herein; (e) sublicense, sell, rent, lease, transfer, assign, or otherwise dispose of the Rigado Ready Specifications or any rights therein; or (f) use the Rigado Ready Specifications in violation of any applicable law, regulation, or third-party rights.
3. COMPANY REGISTRATION
Upon acceptance of this Agreement, Company will be required to complete Rigado’s vendor registration process. Registration as a Vendor provides access to the Rigado Ready Specifications and identifies Company as a potential vendor of IoT products designed to integrate with Rigado-Enabled Networks.
4. NO GUARANTEE OF BUSINESS
REGISTRATION AS A RIGADO READY COMPANY AND ACCESS TO THE RIGADO READY SPECIFICATIONS DOES NOT GUARANTEE ANY BUSINESS RELATIONSHIP WITH RIGADO OR WITH ANY OWNER OR OPERATOR OF RIGADO-ENABLED NETWORKS. Owners and operators of Rigado-Enabled Networks retain sole discretion in selecting vendors for their IoT device needs. Rigado makes no representation or warranty that Company’s registration or use of the Rigado Ready Specifications will result in any commercial opportunity, sales, or business relationship.
5. INTELLECTUAL PROPERTY
Rigado and its licensors retain all right, title, and interest in and to the Rigado Ready Specifications, including any proprietary software provided by Rigado that enables sensors and IoT devices to connect to Rigado-Enabled Networks, and all copies, modifications, and derivative works thereof, including all intellectual property rights therein. No title to or ownership of the Rigado Ready Specifications is transferred to Company by this Agreement. Company acknowledges that the Rigado Ready Specifications contain valuable trade secrets and proprietary information of Rigado and its licensors.
6. CONFIDENTIALITY
Company agrees to maintain the confidentiality of the Rigado Ready Specifications and to use at least the same degree of care to protect such materials as Company uses to protect its own confidential information, but in no event less than reasonable care. Company shall limit access to the Rigado Ready Specifications to those of its employees who have a need to know for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those contained herein.
Neither party will use the other party’s name, trade names, trademarks, service marks or logos or issue any press release or public statement regarding this Agreement without the other party’s prior written consent which may be withheld by a party in its sole discretion.
7. DISCLAIMER OF WARRANTIES
THE RIGADO READY SPECIFICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIGADO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR THAT THE RIGADO READY SPECIFICATIONS WILL MEET COMPANY REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION OR ERROR. RIGADO WILL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS OF ANY KIND.
8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RIGADO OR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE RIGADO READY SPECIFICATIONS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER RIGADO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIGADO’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00).
9. TERMINATION
This Agreement is effective until terminated. Either party may terminate this Agreement at any time, with or without cause, upon written notice to the other Party. Upon termination, all licenses granted herein shall immediately terminate, and Company shall cease all use of the Rigado Ready Specifications and destroy all copies thereof. Sections 4, 5, 6, 7, 8, 9, 10, and 11 shall survive any termination of this Agreement.
10. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of [TO BE DETERMINED], without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [TO BE DETERMINED], and Company hereby consent to the personal jurisdiction of such courts.
11. GENERAL PROVISIONS
11.1 Entire Agreement. This Agreement constitutes the entire agreement between Company and Rigado with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
11.2 Amendment. Rigado reserves the right to modify this Agreement at any time. Any modifications will be effective upon posting of the revised Agreement. Company’s continued use of the Rigado Ready Specifications following any such modification constitutes Company’s acceptance of the modified Agreement.
11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
11.4 Waiver. No failure or delay by Rigado in exercising any right under this Agreement shall constitute a waiver of that right.
11.5 Assignment. Company may not assign or transfer this Agreement or any rights hereunder without Rigado’s prior written consent. Rigado may assign this Agreement without restriction. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
I agree to the terms and conditions.