Proof of Concept
Last Updated on May 1st, 2021
IMPORTANT – READ THIS CAREFULLY BEFORE USING OR ACCESSING THIS PROPRIETARY PLATFORM.
BY ACCESSING OR USING THE PLATFORM OR THE POC, YOU REPRESENT AND WARRANT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH STRATA, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER.
1. Platform and POC
1.1 Strata or its licensors are the exclusive owners of Strata’s Maverics Identity Orchestrator multi-cloud identity platform (“Platform”), the services and materials provided through the Platform under this Agreement as a proof of concept (“POC”), and all databases, software, hardware, and other technology used by or on behalf of Strata to operate the foregoing, and the structure, organization, and all underlying data, designs, text, graphics, images, information, code and other content (“Strata Technology”). Strata retains all right, title and interest in and to the Platform, the POC, and the Strata Technology.
1.2 The POC start date will be mutually agreed by the parties (“POC Start Date”).
2. License Grant
Subject to the terms and conditions of this Agreement, Strata hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to one instance of the Platform, as of the POC Start Date and for the duration of the POC Term, to use the Platform in accordance with any documentation provided by Strata solely (a) for internal evaluation purposes in connection with the POC, and (b) to educate your personnel in the use of the Platform. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause.
3. Term and Termination
The term of this Agreement begins on the POC Start Date and continues until terminated by either party (“POC Term”). Either party may terminate this Agreement at any time during the POC Term by notifying the other party. Upon termination or expiration of this Agreement, all license rights granted in shall immediately terminate and you must promptly discontinue all use of the Platform and the POC, erase all copies of any Strata software from your computers, and return to Strata or destroy all copies of such software and documentation in your possession. Upon termination or expiration, the following Sections shall survive: Platform and POC, Restrictions, Indemnification Obligation, Limitation of Liability, Confidentiality and General.
4. Warranty Disclaimer
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM AND THE POC IS AT YOUR SOLE RISK, AND THAT THE PLATFORM, THE POC AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY STRATA ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL DEFECTS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STRATA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PLATFORM AND THE POC, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. STRATA MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND THAT (A) THE PLATFORM OR THE POC WILL MEET YOUR REQUIREMENTS; (B) ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR YOUR USE OF THE POC WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) ANY DEFECTS OR ERRORS CAN OR WILL BE CORRECTED; OR (D) THAT THE PLATFORM OR THE POC WILL REMAIN AVAILABLE. STRATA DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THIRD PARTIES, EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO SKYTAP.
Strata reserves the right to discontinue or alter any part of the Platform or the POC, and to modify or remove any of the foregoing, at any time or in its sole discretion, without notice or explanation.
You acknowledge that the Platform and the structure, organization, and source code thereof constitute valuable trade secrets and confidential information of Strata. Accordingly, except as expressly permitted by the license grant above, you will not, and will not permit any third party to (a) modify, adapt, alter, translate, or create derivative works from the Platform or the POC; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Platform or the POC to any third party, (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Platform or the POC; (d) otherwise use or copy the Platform or the POC; (e) access or use the Platform or the POC in order to build similar or competitive software; or (f) remove or destroy any copyright notices or other proprietary markings contained on the Platform or the POC.
6. Limitation of Liability
IN NO EVENT WILL STRATA OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, OR PARTNERS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OR CORRUPTION OF DATA OR LOSS OF PROFITS, ARISING FROM OR RELATING TO THE PLATFORM, THE POC, OR THIS AGREEMENT, EVEN IF STRATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF STRATA ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $500. YOU AGREE THAT STRATA WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
You agree that, to the extent permissible by applicable law, any cause of action related to this Agreement must commence within one year after the cause of action comes into being. If not, such cause of action shall be permanently barred.
7. Your Indemnification Obligation
You agree to indemnify and hold harmless Strata, its affiliates, officers, employees, agents, service providers and partners from any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees) relating to or arising from (a) your violation (or violation by anyone using the Platform or the POC with your authorization or through your authorized link) of this Agreement or any applicable laws; (b) your violation of any rights of a third party, including, without limitation, intellectual property or proprietary rights (or such violation by anyone using the Platform or the POC with your authorization or through your authorized link); (c) your willful misconduct, or the willful misconduct of anyone using the Platform or the POC with your authorization or through your authorized link; or (d) your use or reliance on the Platform or the POC. Strata reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Strata in asserting any available defenses. This provision shall remain in full force and effect notwithstanding any termination of this Agreement or your access of the Platform.
A party (“Discloser”) may disclose to the other party (“Recipient”) Confidential Information (as defined below) in connection with this POC Agreement. Recipient shall not: (i) use any Confidential Information for any purpose outside the scope of this POC Agreement or (ii) disclose or make any Confidential Information available to any third party, except to those of Recipients employees, contractors, and agents that and have a “need to know” in order to carry out the purpose of this POC Agreement and that have agreed to agreements containing disclosure and use provisions at least as restrictive as those set forth herein. Recipient shall protect Confidential Information in the same manner that Recipient protects the confidentiality of its own proprietary and confidential information of like kind, but in no event using less than a reasonable standard of care. Recipient shall not have any confidentiality restrictions with regard to any information disclosed by Discloser to the extent that Recipient can show that such information (a) is or has become generally known to the public, other than as a result of the act or omission of Recipient; (b) was rightfully known to Recipient prior to its disclosure by Discloser without breach of any obligation owed to Discloser; (c) has been lawfully received from a third party without breach of any obligation owed to Discloser; or (d) was independently developed by Recipient without breach of any obligation owed to Discloser. If Recipient is compelled by law to disclose Confidential Information, it shall provide prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Discloser’s cost, upon Discloser’s reasonable written request. Due to the unique nature of Confidential Information disclosed under this POC Agreement, there can be no adequate remedy at law for Recipient’s breach of its obligations hereunder, and any such breach may result in irreparable harm to Discloser. Therefore, upon any such breach or threat thereof, the Discloser shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. “Confidential Information” means technical and business information disclosed by Discloser to Recipient under this POC Agreement (which may include, but is not limited to, hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business and marketing plans or opportunities, finances, vendors, security information, defect and support information and metrics, and third party audit reports and attestations) that is designated by Discloser as confidential or Recipient knew or should reasonably know is confidential given the nature of the information and circumstances of disclosure.
This Agreement is the entire understanding and agreement of the parties, and supersedes all previous and contemporaneous understandings, agreements, proposals, or representations, written or oral, between the parties, as to the subject matter hereof. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement. You may not assign any rights or obligations arising under this Agreement and any assignment shall be void. Each party shall comply with the relevant export administration and control laws and regulations, as may be amended from time to time. This Agreement will be governed by the laws of the State of Colorado without giving effect to its principles of conflict of laws. If a dispute arising under this Agreement results in litigation, the non-prevailing party shall pay the court costs and reasonable attorneys’ fees of the prevailing party. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party.