C60 Beta Terms of Service Agreement
Last updated April 11, 2023
- Introduction. This Beta Terms of Service ("Agreement") is a legal agreement between (“Customer”) and Volt RMC Solutions, Inc. with its registered office at 251 Little Falls Drive, Wilmington, DE 19808 ("Volt") for access to and use of the Volt beta software (the "Software") and other related software, interactive features or downloads operated by Volt or anyone acting on behalf of Volt and that are available through the Software (collectively, the "Service"). The intent of this Agreement is to allow Customer a trial of the Service to evaluate the fit of the Service with the Customer’s business needs.
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ACCEPTANCE. CUSTOMER HEREBY AGREES TO THIS AGREEMENT. IF ANY OF THESE TERMS ARE UNACCEPTABLE TO CUSTOMER OR IN THE EVENT THAT ANY FUTURE CHANGES ARE UNACCEPTABLE, DO NOT USE THE SERVICE. CUSTOMER’S CONTINUED USE OF THE SERVICE OR OTHER INDICATION OF ACCEPTANCE NOW, OR FOLLOWING THE POSTING OF ANY CHANGES IN THIS AGREEMENT, WILL INDICATE ACCEPTANCE AND AGREEMENT.
- Use of the Service by Customer. Customer agrees that (i) it will use the Service solely for Customer’s own use in accordance with this Agreement and in accordance with any specific rules or usage provisions specified by Volt for the Services and (ii) all information supplied by Customer will be true, accurate, current and complete. Volt retains the right at its sole discretion to deny or suspend access to the Service to anyone, at any time and for any reason, without liability.
Customer is obligated to access the Service at least once per week to review and evaluate this Service or Volt shall be allowed to terminate this Agreement immediately. - Confidentiality. Customer covenants and agrees that it will not, at any time, disseminate, reveal or otherwise make available to any person, or use for its own purposes, any information of a proprietary or confidential nature (“Confidential Information”) concerning Volt or Volt’s products or services obtained by it regarding, but not limited to, software, inventions, advertising matters, data, ideas, plans, techniques and accounts, financial information, products, business, customers or methods of operation. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that: (a) is in Customer’s possession or control at the time of its disclosure hereunder; (b) is, or becomes publicly known, through no wrongful act of Customer; or (c) is received by Customer from a third party free to disclose it.
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Data Provisions. Any data provided hereunder shall be wholly owned by Customer. Notwithstanding anything to the contrary herein, Volt may only use any data for its own technical requirements and to improve the functionality of the Services. As a clarification, if any personnel may have access to the data, the data shall only be used for the technical improvement of the Services and no sales representatives or personnel involved in sales activities of Volt’s parents, subsidiaries or affiliates will have access to these data.
Customer acknowledges and agrees that its use of the Service, including, without limitation, the storage of any data, files, information and/or other materials on a server owned or under Volt’s control or in any way connected to the Service, shall be at Customer’s sole risk and responsibility and Volt shall have no obligation to back-up such data, files, information and/or other materials. Volt expressly reserves the right to limit storage capacity and to remove and/or delete any data, files, and/or other information stored or used in connection with the Service for any reason including, without limitation, if Volt deems, in Volt’s sole discretion, such data to be in violation of this Agreement and/or any rule or policy of Volt and/or any local, state, or federal law or regulation.
- Feedback. Customer is obligated to provide certain suggestions, improvements, bug reports, and other information regarding the Service (“Feedback”) to Volt (i) on a weekly basis via E-Mail and (ii) on a bi-weekly basis participate in a call or a workshop with Volt or representatives of Volt. Feedback shall generally be provided by a contact person designated by the Customer.
This shall, however, not exclude the validity of any Feedback delivered by other suitable personnel of the Customer. The Customer is free to appoint a new contact person to provide Feedback whenever required and shall inform Volt about any changes without undue delay. -
Representations and Warranties. Customer represents, warrants, and agrees that it will not (a) use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement and/or any and all applicable local, state, national and international laws and regulations and treaties; (b) use the Service for the distribution, housing, processing, propagation, storage, or other handling of, any information, materials or other content (“Content”) prohibited by this Agreement, or any Content that may create a risk of any loss or damage to any person or property, or any other material (including, without limitation, links to such material) that Volt deems, in its sole discretion, to be objectionable whether or not such material is unlawful; (c) permit or otherwise enable unauthorized users to access and/or use the Service; (d) use the Service to export software or data in violation of applicable U.S. laws or regulations; (e) sell, copy, duplicate, rent, lease, loan, distribute, transfer, or sublicense the Service, or otherwise permit any third party to use or have access to the Service for any purpose (except as expressly permitted by Volt in writing) or decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human and/or machine readable form (except for the test use in acc. with this Agreement), attempt to discover any source code, or otherwise use any software that enables or comprises any part of the Service; (f) remove any copyright, trademark, patent or other proprietary notices from the Service or any Content on the Service; (g) distribute, publish, exhibit, or otherwise use the Service, in any manner and for any purpose not expressly permitted under this Agreement; (h) exploit the Service or collect any data incorporated in the Service in any automated manner through the use of bots, meta spiders, crawlers or any other automated means; (i) register as a user of the
Service by providing false, inaccurate, or misleading information; or (j) attempt to gain unauthorized access to Volt computer systems (including any non-public areas of the Service) or engage in any activity that disrupts, diminishes the quality of, probes for vulnerability, interferes with the performance of, or impairs the functionality of the Service (or the servers and networks which are connected to the Service);
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Intellectual Property. Customer acknowledges and agrees that Volt (or Volt licensors) own all legal rights, title and interest in and to the Software and the Service, including, without limitation, any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
Customer acknowledges and agrees that all Feedback provided in accordance with this Agreement is hereby wholly assigned with all right, title, and interest to Volt.
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Term and Termination. Either party may terminate this Agreement at any time for any reason or no reason. This Agreement will be effective from the date of the signature (“Effective Date”) and shall end (“Evaluation Period”). Nevertheless, the parties can decide unanimously to extend the Evaluation Period. Volt may offer Customer a subscription to the Services under its then current terms at the end of the Evaluation Period. Latest within thirty
(30) days following the Evaluation Period or any termination, Customer’s data will be deleted from the Volt systems and no further access to the Volt Service will be granted.
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NO WARRANTIES. THE SERVICE IS PROVIDED TO CUSTOMER ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, VOLT EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, VOLT DOES NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY VOLT IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICE, OR THAT THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY DATA, FILES, AND/OR OTHER INFORMATION STORED ON A SERVER OWNED OR UNDER VOLT’S CONTROL OR IN ANY WAY CONNECTED WITH THE SERVICE, WILL MEET CUSTOMER’S REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE. VOLT TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT CUSTOMER OR ANY THIRD PARTY SUBMITS, POSTS OR SENDS OVER THE SERVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR CUSTOMER’S CONTENT AND THE CONSEQUENCES OF IT.
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DISCLAIMER OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VOLT, VOLT’S PARENTS, SUBSIDIARIES, AFFILIATES, OR ANY OF THEIR DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR THIRD PARTY LICENSORS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICE PROVIDED HEREUNDER OR ANY OTHER INTERACTIONS WITH VOLT, EVEN IF VOLT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, RECKLESSNESS, PROFESSIONAL NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS OR LEGAL THEORY. WITHOUT LIMITATION OF THE FOREGOING, THE TOTAL LIABILITY OF VOLT, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OR ANY OF VOLT’S DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, OR AGENTS FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SERVICE OR ANY CLAIMS RELATING TO THIS AGREEMENT OR ANY CONTENT SHALL NOT EXCEED THE AMOUNTS, IF ANY, PAID BY CUSTOMER TO VOLT DURING THE PAST TWELVE MONTHS IN CONNECTION WITH CUSTOMER’S ACCESS TO THE SERVICE.
- Release and Indemnification. Customer agrees to release, indemnify and hold harmless Volt, Volt’s parents, subsidiaries, affiliates, directors, members, officers, employees, agents and third party licensors, third-party publishers, necessary third-party platform providers, from and against any and all liabilities, losses, damages, claims and expenses, including, without limitation, attorneys’ fees, with respect to (i) Customer’s access, use or misuse of, or reliance upon, the Service, (ii) Customer’s actual or alleged violation or breach of this Agreement or rights of another, (iii) Content provided by Customer or through use of Customer’s account, and/or (iv) Customer’s acts or omissions. Customer agrees to cooperate fully with Volt in the defense of any claim that is the subject of Customer obligations hereunder. For the avoidance of doubt, this section shall survive the termination of this Agreement.
- Governing Law and Venue for Disputes. This Agreement, and Customer relationship with Volt under this Agreement, shall be governed by the laws of the State of New York without regard to its conflict or choice of laws provisions. Any dispute with Volt, or Volt’s parents, subsidiaries, affiliates, officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through non-appealable arbitration with one arbitrator in accordance with the rules of the American Arbitration Association in New York, NY. Each party will bear their own costs of arbitration.
- Severability. If any provision in this Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect.
- No Assignment, Sublicense or Transfer. Customer may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without Volt’s prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and Volt, in its sole discretion, shall have the right to immediately terminate this Agreement.
- Entire Agreement. This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter. All provisions that should by their nature survive the termination of this Agreement shall survive the expiration of this Agreement including, without
limitation, the rights and licenses Customer have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, and no trial by jury. Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise.
