Zea Cloud Beta Agreement
PLEASE NOTE THAT THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES.
ZEA PAAS PRODUCT
ACCESS AND USE OF THE PAAS PRODUCT ARE SUBJECT TO YOUR AGREEMENT TO THE TERMS HEREOF AND PAYMENT OF THE APPLICABLE FEES SET OUT IN SECTION 3 BELOW. BY SIGNING UP TO PARTICIPATE IN A BETA TRIAL OF THE PAAS PRODUCT, YOU WILL HAVE ACCEPTED AND AGREED TO THE TERMS HEREIN. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT: (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO AND COMPLY WITH THE TERMS OF THIS AGREEMENT. PLEASE NOTE THAT YOU MAY NOT ACCESS AND USE THE PAAS PRODUCT FOR ANY BENCHMARKING OR COMPETITIVE PURPOSES INCLUDING, MONITORING AVAILABILITY OR PERFORMANCE.
Last Modified May 1, 2021
“Content” means the files that you upload to Zea Cloud for conversion into zcad files for rendering and or viewing by an application powered by the Zea Engine;
"Customer" or "You" means the person or entity creating an account and agreeing to the terms of this Agreement to communicate with the PaaS Product. "You" includes any entity that by majority voting interest controls, is controlled by, or is under common control with You;
“Documentation” means the instructions, requirements, guidelines, and other documentation for the PaaS Product made available by Zea from time to time;
2. License Terms
- License Grant. Subject to the terms and conditions of this Agreement and payment of the applicable license fees, Zea grants Customer and its permitted users a non-exclusive, non-transferable, non-sublicensable internal limited license to access and use the PaaS Product to convert CAD files into zcad file format as a beta user for the term specified in Section 2.3 below (the “Beta Trial”).
- Restrictions. Zea may impose certain limitations on the use of the PaaS Product, including, but not limited to restricting the number of files you may convert during the Beta Trial. You agree to use the PaaS Product only for purposes as permitted by this Agreement and not for any purpose prohibited by applicable law or regulation. Zea reserves the right to modify or impose any limitations on the use of the PaaS Product at any time, with or without notice to you. We also reserve the right at all times (but will have no obligation) to terminate users and/or terminate the Beta Trial at any time without any liability whatsoever to you. In using the PaaS Product you shall not:
violate any applicable local, state, provincial national, or international law or regulation;
license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the PaaS Product; or
modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the PaaS Product, Documentation, or any software provided by us.
- Technical Support. Apart from any agreed onboarding and support, You acknowledge and agree that Zea has no obligation under this Agreement to provide patches, updates, new releases, or new versions of the PaaS Product or to keep the Documentation accurate or up to date.
3. Fees and Payment Terms
4. Zea’s Intellectual Property Rights
You are solely responsible for any and all Content you upload or convert through the PaaS Product, and you represent and warrant that you own or control all necessary intellectual property rights in and to any such Content. To the extent that you own all necessary rights, titles, and interests in and to the Content, such rights remain with you. You hereby grant Zea a limited, non-exclusive, transferable, royalty-free, fully paid-up, and revocable license to reproduce, perform and display, and facilitate the reproduction, performance, and display of, the Content in order to provide services to you hereunder.
7. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING CONTAINED IN THE PREVIOUS PARAGRAPH, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR ANY THIRD PARTY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT, BY STATUTE OR OTHERWISE) IS LIMITED TO THE GREATER OF: (I) FEES PAID; AND (I) $100. UNDER NO CIRCUMSTANCES SHALL ZEA BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES WHATSOEVER.
You will indemnify and hold harmless Zea and its affiliates and our and their respective officers, directors, agents, and employees (each an “Indemnified Party”), from any claim made by any third party, together with any amounts payable to the third party whether in settlement or as may otherwise be awarded, and reasonable legal costs incurred by any of the Indemnified Parties, arising from or relating to your use of the PaaS Product, any alleged violation by you of the applicable terms, and any alleged violation by you of any applicable law or regulation. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you but doing so will not excuse your indemnity obligations.
9. Term & Termination
This Agreement shall continue for the term of the Beta Trial which, unless otherwise agreed with you in writing will be until midnight December 31, 2021. You must, upon termination, destroy all copies of the PaaS Product. You may terminate this Agreement by notifying Zea and/or by ceasing all use of the PaaS Product and Documentation. In addition to this Section, the Sections entitled Definitions, Limited Warranties, Disclaimer of Warranties, Limitation of Liability, Title, Third-Party Beneficiaries, and General Terms shall continue in force even after any termination of this Agreement.
10. Third-Party Beneficiaries
You are hereby notified that there may be third-party beneficiaries to this Agreement. To the extent that this Agreement contains provisions that relate to (i) the use by You of certain components of the PaaS Product in which such third parties have an interest, or (ii) services provided by Affiliates, licensors, subcontractors, and/or distributors of Zea; such provisions are made expressly for the benefit of such third-party beneficiaries and are enforceable by such third-party beneficiaries in addition to being enforceable by Zea.
- “Confidential Information” means, any information provided by one party (“disclosing party”) to the other party (“receiving party”) under this Agreement, which is designated as confidential or would reasonably be considered to be confidential information. “Confidential Information” means, in the case of information disclosed to Customer by Zea, the Documentation, PaaS Product, any and all materials, software, and programming code in any form, technical data, code, inventions, algorithms, know-how and ideas, and all other information provided under this Agreement; as well as any feedback, reports or other information provided by Customer to Zea. For greater certainty, the Customer shall not disclose any performance, functionality, benchmarking, or feature-related information about the Software.
- Each party agrees to hold all Confidential Information in confidence for the other and not to use the other party’s Confidential Information other than as expressly authorized under this Agreement. Each party agrees not to disclose any such Confidential Information without the prior written consent of the disclosing party, to anyone other than the receiving party’s employees who have a need to know such Confidential Information to allow the receiving party to exercise its rights or perform its obligations under this Agreement or to agents, or contractors who have a need to know such Confidential Information to allow the receiving party to exercise its rights or perform its obligations under this Agreement and with whom the receiving party has a valid non-disclosure agreement, except that the receiving party may disclose information that: (i) prior to or after the time of disclosure becomes generally publicly known other than through a breach of this Agreement; (ii) is disclosed to the receiving party by a third party under no legal obligation to maintain the confidentiality of such information; (iii) is in the possession of the receiving party at the time of disclosure without any obligation of confidentiality; (iv) is independently developed by the receiving party prior to or independent of the disclosure; or (v) is required to be disclosed by government or court order or other legal process, provided that the receiving party will take all reasonable steps to permit the disclosing party to prevent or limit such disclosure. Each party shall be directly liable for the acts or omissions of its employees, agents, and contractors with respect to such confidentiality obligations. Each party agrees to protect the other party’s Confidential Information with the same standard of care and procedures which it uses to protect its own trade secrets and Confidential Information of like importance and, in any event, will adopt or maintain procedures reasonably calculated to protect such Confidential Information.
- In recognition of the unique and confidential nature of the information disclosed by each of the parties, it is agreed that each party’s remedy for breach by the other party of its obligations under this Section 11 will be inadequate and the non-breaching party will, in the event of such breach, be entitled to seek equitable relief, including without limitation, injunctive relief, and specific performance, in addition to any other remedies provided hereunder or available at law. The breaching party hereunder agrees not to oppose any such application on the basis that monetary damages alone would be a satisfactory or sufficient remedy. Each party shall be liable and shall and fully indemnify the other for breach of this Section 11.
Zea shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into the PaaS Product or other Zea products or services any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the PaaS Product, showcase content and/or Zea’s business more generally.
12. General Terms
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM AND AGREE TO THEM.