Last Updated: September 5th , 2024
Please read these Supplemental Terms of Service (the “Supplemental Terms”) carefully because they govern the use of the product and its associated software and documentation for the purpose of internally evaluating the performance and functionality of the Product (the “Evaluation Product”) belonging to Model-Prime, Inc., a Delaware corporation (together with its affiliates, “Model-Prime,” “us,” “our,” and “we”) unless a separate agreement or agreements (collectively, the “Agreement”) exist between you and Model-Prime, in which case the Agreement will control thereafter against any documentation or other agreements or materials, including the Supplemental Terms. These Supplemental Terms apply in addition to the Terms of Service (the “Terms”) available at [WEBSITE LINK FOR TERMS OF SERVICE]. The Supplemental Terms hereby amend, modify and supersede the Terms in the event of a direct conflict with the terms of the Terms.
THE SUPPLEMENTAL TERMS ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND MODEL-PRIME. BY CLICKING THE “ACCEPT” BUTTON (OR SIMILAR), INSTALLING, CONFIGURING AND/OR USING THE EVALUATION PRODUCT IN ANY WAY, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE SUPPLEMENTAL TERMS WITH MODEL-PRIME, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO AND AGREE TO THE SUPPLEMENTAL TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THESE SUPPLEMENTAL TERMS, USE OF THE EVALUATION PRODUCT IS STRICTLY PROHIBITED.
As used herein, the term “you” (including any variant) refers to each individual who enters into these Supplemental Terms on such individual’s own behalf or any entity on behalf of which an individual enters into these Supplemental Terms, in which case you represent and warrant that you have the authority to bind that entity to the Supplemental Terms (and in that case, “you” will refer to the individual and that entity).
Model-Prime may change the Supplemental Terms from time to time and will post a new version and/or notify you of such change. Your continued use of the Evaluation Product following the posting and/or notification of any change constitutes your acceptance of such changes, and if you do not agree with these changes, you must immediately stop using the Evaluation Product.
In consideration for your agreement to and performance of the your obligations herein, Model-Prime hereby grants to you a non-transferable, non-exclusive, revocable, limited license to install, execute, access, run, or otherwise interact with the Evaluation Product during the Evaluation Term (as defined below) for your own internal, non-production evaluation and testing only (the “Evaluation”). You agree that Model-Prime is in no way obligated to provide access to the Evaluation Product. You will not make the Evaluation Product available directly or indirectly to any third party and will not use it for the benefit of any third party. Ownership of and title to the Evaluation Product will remain with Model-Prime at all times. You will not represent or assert any ownership interest in the Evaluation Product.
You agree to use and evaluate the Evaluation Product and report on its operations to Model-Prime, for the period of time specified by Model-Prime in writing, or if no such period is specified then for twenty-eight (28) days after the date you accept the Supplemental Terms (the “Evaluation Term”). However, in no event will the Evaluation Term continue after Model-Prime withdraws the applicable Evaluation Product from testing. These Supplemental Terms will expire at the end of the Evaluation Term, unless terminated earlier by either Model-Prime or you upon written notice to the other party. At the end of the Evaluation Term or upon earlier termination, you will certify to Model-Prime within fifteen (15) days that you have permanently deleted and/or destroyed the Evaluation Product and any copies thereof. Your limited license may be revoked at any time, for no reason or any reason, by Model-Prime.
You acknowledge and agree that a purpose of this Evaluation is for Model-Prime to obtain information from you sufficient to determine the functionality, performance and usability of the Evaluation Product. During the Evaluation Term, you agree to use reasonable efforts to provide to Model-Prime any reports, comments, suggestions, ideas or other feedback regarding the use, operation, performance, and functionality of the Evaluation Product (“Feedback”). You will transmit Feedback to Model-Prime in any medium reasonably requested by Model-Prime, including via Model-Prime’s online support page, or by telephone, facsimile, or written or electronic communication. You do so without expectation of compensation and Feedback will include information about operating results, performance, known or suspected bugs, errors or compatibility problems and user-desired features. You assign all right, title and interest in and to such Feedback to Model-Prime; if for any reason such assignment is not valid, you hereby grant to Model-Prime a perpetual, irrevocable, freely transferable, freely sublicensable, fully-paid, royalty-free right and license to use and otherwise exploit the Feedback in any manner. Model-Prime will not disclose your name or the name of any of your employees to a third party in connection with any Feedback.
Model-Prime will have no obligation to support or provide support services to you relating to the Evaluation Product. Model-Prime may, however, make such services available to you at Model-Prime’s sole discretion, including from time to time making available updates, enhancements and/or modifications to the Evaluation Product, but Model-Prime is under no obligation to do so. Any such updates, enhancements and/or modifications to the Evaluation Product will be subject to these Supplemental Terms.
The Evaluation Product may include a pre-release of a Model-Prime offering that is not generally available for distribution at the time it is shipped to you and it is not intended for use in a production environment. Aspects of the design of the Evaluation Product may be changed prior to general availability from Model-Prime without notice, and Model-Prime does not guarantee that compatibility of your system can or will be maintained with versions of the Evaluation Product that may become generally available from Model-Prime. Model-Prime reserves the right to withdraw any portion or all of the Evaluation Product from evaluation and never release it as a commercial product. Model-Prime's plans to market the Evaluation Product is subject solely to Model-Prime's internal business and technical reviews. Nothing in these Supplemental Terms will be deemed to convey to you the right or license to use a commercially released version of the Evaluation Product or any components thereof. If and when a commercially released version of the Evaluation Product becomes available, any use by you of such will be subject to a separate written agreement between you and Model-Prime and also, without limitation, subject to your payment to Model-Prime of the applicable fees.
The Evaluation Product may not be at the level of performance, compatibility or safety of generally available Model-Prime products. You acknowledge and agree that Model-Prime makes no representation or warranties regarding use of the Evaluation Product. You will have sole responsibility for adequate protection and backup of its data or equipment used in connection with the Evaluation Product and you will not claim against Model-Prime for lost data, re-run time, inaccurate input, work delays or lost profits resulting from the use of the Evaluation Product. THE EVALUATION PRODUCT AND TECHNICAL SUPPORT, IF ANY, ARE EXPERIMENTAL AND PROVIDED "AS IS" WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU WILL USE THE EVALUATION PRODUCT AT YOUR OWN RISK.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Supplemental Terms. Furthermore, the parties acknowledge that terms of the Uniform Computer Information Transaction Act (also known as UCITA) will not apply to these Supplemental Terms, regardless of the states in which the parties do business or are incorporated. The Evaluation Product is a “commercial item” under FAR 12.201. Consistent with FAR section 12.212 and DFARS section 227.7202, any use, modification, reproduction, release, performance, display, disclosure or distribution of the Evaluation Product by the U.S. government will be governed solely by the terms of these Supplemental Terms and will be prohibited except to the extent expressly permitted herein.
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