Pilot Program - Terms & Conditions

Pilot Program Terms & Conditions:

IMPORTANT! PLEASE READ CAREFULLY

1.  Services - The scope of services to be provided by 80/20 to You is defined in and subject to your Pilot Program proposal document, as well as any additional relevant scope document or Statement of Work, as the case may be – if required, such to be attached and incorporated herein by reference (the “Services”).  In the event of a discrepancy between the terms of this Agreement and any separate scope document or Statement of Work, such scope document or Statement of Work that speaks to the issue and with the latest date shall govern.  Pilot Program participants are entitled to Silver level support.  80/20’s service level commitments to Customer are available at http://www.8020solutions.com/legal/service-level-agreement and are attached and incorporated herein by reference.

2.  License Agreement - You acknowledge that use of the Platform as part of the Pilot Program is conditional upon acceptance of 80/20’s standard User License Agreement (available at http://www.8020solutions.com/legal/user-license-agreement).  Such agreement is deemed attached and incorporated herein by reference.  For greater certainty, You acknowledge that the Platform is an on-demand software platform that is pay for use, with applications, functionality and I.P. (including I.P. in any custom development) therein owned in all respects by 80/20 Solutions, Inc.

3.  Fees and Payment Schedule - All Fees are due upon acceptance of your Pilot Program proposal.  Other Fees for projects identified in Statements of Work are due prior to delivery of Service, unless otherwise indicated in the Proposal or Statement of Work. Travel, mileage, meals, accommodations and Taxes are extra.

4.  Public Relations - You agree that 80/20 may use Your name and/or corporate brand logos on its client list and in new business development or marketing efforts, provided that 80/20 does not contravene any of Your copyrights or trademarks. 

5.  Limitation on Liability - In no event shall 80/20 be liable to You (where in contract, tort or otherwise) for amounts exceeding the aggregate amount of fees actually received from You for Services performed within the previous six (6) months.  Under no circumstances shall 80/20 be liable to You for any loss of profit, direct or indirect, special or consequential damages.

6. Warranties - TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR NEEDS. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE INFORMATION OR AGAINST INFRINGMENT. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE FROM DEFECTS, THAT ITS USE WILL BE UNITERRUPTED, THAT YOUR USE OF THE SOFTWARE WILL BE ERROR-FREE OR THAT YOU WILL OBTAIN SATISFACTORY RESULTS. COMPANY MAKES NO WARRANTY AS TO THE ACCURACY OF THE SOFTWARE OR THE RESULTS PRODUCED BY THE SOFTWARE. COMPANY IS NOT RESPONSIBLE, AND WILL HAVE NO LIABILITY FOR, HARDWARE, SOFTWARE, OR OTHER ITEMS OR ANY SERVICES PROVIDED BY ANY PERSON OTHER THAN COMPANY. YOU EXPRESSLY ACKNOWLEDGE THAT 80/20 DOES NOT CREATE, CONTROL OR ENDORSE ANY DATA, INFORMATION, OR MATERIALS PROCESSED BY THE MCC. EXCEPT FOR ANY WARRANTIES EXPRESSLY STATED IN THIS ULA, THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE OR AS TO THE SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY OF THE SOFTWARE REMAINS WITH YOU.

7.  Arbitration - In the event that any disagreement arises between us with respect to use of the Platform or provision of the Services or any matter related thereto, then every such disagreement shall be referred to arbitration pursuant to the provisions of The Ontario Arbitration Act, 1991, as amended, and in accordance with the provisions of this Paragraph.  All matters in dispute shall be referred to the arbitration of a single arbitrator, if we agree upon one, otherwise to three (3) arbitrators, one to be appointed by each of us and a third to be chosen by the two (2) first named before they enter upon the business of arbitration.  The award and determination of such arbitrator or arbitrators, or any two (2) of such three (3) arbitrators, shall be binding upon us and our respective heirs, executors, administrators and assigns.  There shall be no appeal from any award of the arbitrators and the successful party in any such dispute shall be entitled to reimbursement of reasonable legal fees.

8.  Miscellaneous Provisions. Terms & Conditions of the Pilot Program are governed by the laws of the province of Ontario excepting its conflict or choice of law provisions.  No amendment to these Terms and Conditions shall be valid unless it in writing and signed by both parties.  These Terms and Conditions shall be binding upon our respective successors and assigns.  No delay or omission by either of us in exercising any right shall operate as a waiver of that or any other right.  If any provision of these terms and conditions or any related Agreement shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only to such provision and shall not affect or invalidate any other provision.  These Terms and Conditions, together with the details of the Pilot Program proposal, 80/20’s standard User License Agreement and Service Level Commitments constitute the entire agreement and understanding between 80/20 and You and integrate all prior and contemporaneous discussions and agreements between us related to the subject matter hereof. Except as may be expressly provided in this Agreement, neither You nor 80/20 may assign this Agreement without the prior written consent of the other, respectively.

Last Updated May 1, 2010
© 2010, 80/20 Solutions Inc.  All Rights Reserved.