Curator by InterWorks
All quotations, orders, and sales by InterWorks, Inc., its subsidiaries or affiliates ("InterWorks") to you (“you” or “your”) are subject to these terms and conditions (“Terms”). InterWorks must agree to any addition or change to these terms and conditions in a signed writing; any terms included in your purchase order or similar document shall not apply to or modify these Terms.
- Curator by InterWorks License. Subject to these Terms, InterWorks hereby grants to you and you hereby accept a perpetual, limited, non-transferable, royalty-free, non-sublicensable, non-exclusive license (the “License”) to install and use the Software either (a) on a single instance or URL, if you purchase the Standard plan; or (b) on any number of instances or URLs within your organization, if you purchase the Enterprise plan. The applicable plan will be reflected on an Order Form. You may allow your contractors and affiliates to use the Software in accordance with these Terms, provided you shall remain liable for the acts and omissions of your affiliates and contractors. The Software is protected by the copyright laws of the U.S. and other countries and InterWorks retains all intellectual property rights in the Software. You may not separately publish, sell, market, distribute, lend, lease, rent, or sublicense the Software code, including the license key. InterWorks warrants that the Software will provide the features and functions generally described in the product specification at curator.interworks.com at the time of purchase and in the product documentation. InterWorks does not warrant that the Software or your ability to use it will be uninterrupted or error-free. To the extent permitted by applicable law, we disclaim any implied warranty of merchantability or fitness for a particular purpose. Your exclusive remedy under the above limited warranty shall be, at our option, either a full refund of the purchase price of the Software or correction of the defective Software.
- InterWorks Curator Deployment Services. InterWorks will provide the Curator deployment services (“Deployment Services”), including: Custom web portal with enhanced and consistent look/feel for visualizations; customizable filters, controls, and interface elements; knowledge transfer to support utilization, customization, ownership, and integration.
- Billing. The Deployment Services, license fee, and yearly maintenance will be billed at the rates shown on the applicable order form. The initial Software license fee includes one year of maintenance. Maintenance renewals for subsequent years are billed at the time of renewal, upon your request. Any additional consulting services or custom development are not included in the Deployment Services and will be billed on a time and materials basis at the rate shown on the applicable quote. InterWorks cannot guarantee a specific deliverable or result for additional custom development; if additional hours are needed, InterWorks will provide as much notice as reasonably possible and work with you to determine an acceptable schedule. InterWorks will not bill for more than the estimated hours without your consent Except as otherwise set forth on the front of an InterWorks quote or invoice, terms of payment are net 30 days from invoice date, and prices do not include any taxes or other similar charges, payment of which will be solely your responsibility. Failure to timely pay invoices may result in a suspension of Services. If you provide a resale certificate that is not accepted or invalid for any reason by any governmental or regulatory authority, and InterWorks is required to pay tax on your purchase, you will reimburse InterWorks for the amount of such tax, and InterWorks’s reasonable expenses incurred in connection with the payment and collection of such tax.
- Confidential Information. Each party will hold Confidential Information in strict confidence, only use it in in relation to the Services, and not disclose it to others. Each party will take all action reasonably necessary to protect the Confidential Information including at least any efforts each party uses to protect its own most sensitive information. Each party will only disclose Confidential Information to its personnel as needed in relation to the Services, and such personnel will be bound by written restrictions at least as protective of the Confidential Information as this Agreement. “Confidential Information” means any information regarding a party that such party considers confidential and regularly protects from public disclosure and has been identified as confidential or would be understood as confidential by a reasonable person under the circumstances. Confidential Information will not include information that was previously known to the receiving party, becomes public through no fault of the receiving party, or that the disclosing party regularly gives to third parties without any confidentiality restriction.
- Intellectual Property. “Service-Related IP” means all proprietary intellectual property, designs, processes, techniques, concepts or other work we create for you in connection with performing the Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection worldwide. All of the Service-Related IP will be your sole and exclusive property and will be considered works made for hire. “InterWorks IP” means any intellectual property, designs, processes, techniques, concepts or other work we have developed prior to or independently of the Services. All InterWorks IP will remain the sole and exclusive property of InterWorks. Additionally, we will be free to use our general skills, know-how, and expertise, whether pre-existing or gained under this Agreement, in engagements with other clients as long as we acquire and apply such information without disclosure of any of your Confidential Information. If any InterWorks IP is incorporated into the Services, InterWorks hereby grants you a perpetual, irrevocable, world-wide, non-exclusive license to use, reproduce, display and otherwise fully exploit the InterWorks IP incorporated into the Services or necessary to use the Services for the purposes for which you intend.
- Warranties. InterWorks represents and warrants to you that (a) we are under no contractual or other restriction or obligation that will prevent us from performing the Services; (b) we will perform the Services in a professional and workmanlike manner, in accordance with customary standards for our industry; (c) the Services will not infringe upon or otherwise violate any third party’s intellectual property rights. You represent and warrant to InterWorks that you (x) have all requisite power and authority to execute, deliver and perform your obligations hereunder; (y) have the financial resources and stability to pay for the Services; (z) will provide timely cooperation, willingness, responsiveness and access to necessary personnel and systems as required for InterWorks to provide the Services. THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT ARE IN LIEU OF, AND InterWorks HEREBY DISCLAIMS, ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR OTHER NON-DIRECT DAMAGES OR LOST PROFITS IN CONNECTION WITH THIS AGREEMENT, EVEN IF INFORMED IN ADVANCE OF THEIR POSSIBILITY. ANY PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE TO INTERWORKS FOR THE SERVICES.
- Independent Contractor. InterWorks is an independent contractor and is not an agent or employee of, and has no authority to bind, you by contract or otherwise. We will determine, in our sole discretion, the manner and means by which the Services are accomplished.
- General. (a) Governing Law. This Agreement will be governed by the laws of the State of Oklahoma. (b) Waiver, Severability, and Assignment. Either party's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. Either party may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. The exercise by a party of any of its remedies under these Terms will be without prejudice to its other remedies under the Terms or available at law or in equity.